Terms of Use

Last updated: February 6, 2025

These terms of use are entered into by and between you and Queen City Certified, Inc. dba Ellequate, (“ELLEQUATE,” “Company,” “we,” or “us”). The following terms and conditions, together with any documents they incorporate by reference (collectively, “Terms of Use”), govern your access to and use any ELLEQUATE software applications, mobile applications, or websites, including the website at www.ellequate.com and including any content, functionality, and services offered on or through app.ellequate.com (collectively, the “Platform”), whether as a guest or a registered user.

Please read these Terms of Use carefully before you start to use the Platform. By using the platform or by clicking to accept or agree to the terms of use when this option is made available to you, you hereby explicitly accept and agree to be bound and abide by these terms of use and our Privacy Policy, found at www.ellequate.com/privacy-policy, incorporated herein by reference. If you do not wish to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

This Platform is offered and available to users who are over 18 years of age. By using this Platform, you represent and warrant that you are of legal age. If you do not meet all of these requirements, you must not access or use the Platform.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Platform and Account Security

We reserve the right to withdraw or amend this Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

You are responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is accurate, up to date, and complete. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Platform and its contents, features, and functionality (including, but not limited to, all information, inputs, prompts, questions, templates, software, text, displays, images, video, audio, and the methodology, design, selection, and arrangement thereof) are owned by ELLEQUATE, or its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by ELLEQUATE. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The name, logo, related terms, product and service names, designs, and slogans are trademarks and the intellectual property of ELLEQUATE or its affiliates or licensors. You must not use such marks without the prior written permission of ELLEQUATE. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.

  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

  • To impersonate or attempt to impersonate ELLEQUATE, an ELLEQUATE employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm ELLEQUATE or users of the Platform, or expose them to liability.

Additionally, you agree not to:

  • Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.

  • Use any robot, spider, crawler, scraper, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

  • Use any device, software, or routine that interferes with the proper working of the Platform.

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.

  • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Platform.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting or submitting any materials on or through the Platform. You waive and hold harmless ELLEQUATE and its affiliates, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by either such parties or law enforcement authorities.

We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section, they are provided AS-IS.

Reliance on Information – INFORMATIONAL ONLY

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

This Platform may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by ELLEQUATE, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of ELLEQUATE and are provided to you AS-IS. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Links from the Platform

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the platform or any services or items obtained through the platform or to your downloading of any material posted on it, or on any website linked to it.

Your use of the platform, its content, and any services or items obtained through the platform is at your own risk. The platform, its content, and any services or items obtained through the platform are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Neither ELLEQUATE nor any person associated with ELLEQUATE makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the platform. Without limiting the foregoing, neither ELLEQUATE nor anyone associated with ELLEQUATE represents or warrants that the platform, its content, or any services or items obtained through the platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components, or that the platform or any services or items obtained through the platform will otherwise meet your needs or expectations.

To the fullest extent provided by law, ELLEQUATE hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Limitation on Liability

To the fullest extent provided by law, in no event will ELLEQUATE, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the platform, any websites linked to it, any content on the platform or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. In no event will the collective liability of ELLEQUATE and its subsidiaries and affiliates, and their licensors, service providers, employees, agents, officers, and directors, to any party (regardless of the form of action, whether in contract, tort, or otherwise) exceed the amount you have paid to ELLEQUATE, for the applicable product or service out of which liability arose, in the last 12 months.

The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless ELLEQUATE, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform.

Choice of Laws

This terms of use shall be governed by the laws of the state of Delaware applicable to contracts entered into and performed entirely within the state of Delaware  (without giving effect to any conflict of law principles under Delaware law). The Delaware courts (state and federal), shall have sole jurisdiction of any controversies regarding this agreement; any action or other proceeding which involves such a controversy shall be brought in those courts in new castle county and not elsewhere. The parties waive any and all objections to venue in those courts and hereby submit to the jurisdiction of those courts. Any process in any such action or proceeding may, among other methods, be served upon either party by delivering it or mailing it, by registered or certified mail, directed to the address first above written or such other address as either party may designate. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the state of Delaware.

Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these terms of use or the platform must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

Waiver and Severability

No waiver by ELLEQUATE of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ELLEQUATE to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Feedback

If you send or transmit any communications or materials to ELLEQUATE by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), ELLEQUATE is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to ELLEQUATE all right, title, and interest in, and ELLEQUATE is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although ELLEQUATE is not required to use any Feedback.

Assignment

You may not assign, transfer, or delegate any or all of your rights or obligations under these Terms of Use. ELLEQUATE may assign, transfer, or delegate any or all of its rights and obligations under these Terms of Use to a third party, including to a successor of all or substantially all of the assets of ELLEQUATE through merger, reorganization, consolidation, or acquisition, and including the transfer of any rights, licenses, or consents related to the storage and use of Feedback, Aggregate Data, User Contributions, and other data and information.

Relationship of the Parties

To the extent that the Terms of Use or any incorporated documents create any relationship between the parties, that relationship shall be that of an independent contractor relationship. Nothing contained in the Terms of Use shall be construed to: (i) give any party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (iii) constitute any party, its agents, or employees as employees of any other party or grant any of them the power or authority to act for, bind, or otherwise create or assume any obligation on behalf of any of the other parties for any purpose whatsoever.

Consent to Receive Communications

By providing your email, phone number, or other contact information to the Platform for the purpose of receiving certain communications from or related to the Platform, you consent to receiving such communications from ELLEQUATE, which may include automated emails, electronic messages, or other electronic communications, may include automated voice calls, and may include other similar communications. Consent is not a condition of any purchase or utilization of the services or Platform. Message and data rates may apply. Message frequency varies.

Your Comments and Concerns

The Platform, including any software applications, websites, or other services, is operated by ELLEQUATE and all Feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to support@ellequate.com.

Last modified: February 6, 2025