Terms of Use

1 · Acceptance of these terms

These Terms of Use (“Terms”) form a binding agreement between you and Elmtide LLC, a Wisconsin limited liability company (“Elmtide,” “we,” “us”). By accessing or using elmtide.com (the “Site”), you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Site.

2 · Eligibility

You must be at least 13 years old to use the Site. If you use the Site on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms, in which case “you” refers to that entity.

3 · Use of the site

Subject to these Terms, Elmtide grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for lawful personal or internal business purposes. You agree not to:

• Use the Site in any way that violates applicable law or regulation;
• Attempt to gain unauthorized access to any portion of the Site or related systems;
• Interfere with, disrupt, or impose an unreasonable load on the Site;
• Scrape, harvest, or collect data from the Site by automated means without our prior written consent;
• Reverse engineer, decompile, or disassemble any portion of the Site; or
• Use the Site to transmit malicious code, infringing content, or unlawful material.

4 · Intellectual property

The Site and all content, features, and functionality — including text, design, graphics, logos, and software — are owned by Elmtide or its licensors and are protected by US and international intellectual-property laws. “Elmtide” and the Elmtide mark, together with the names, logos, and marks of our ventures, are trademarks of Elmtide LLC. No rights are granted to you other than the limited license in Section 3.

5 · User submissions

If you send us feedback, ideas, or other materials — through the contact form, email, or otherwise (a “Submission”) — you grant Elmtide a worldwide, royalty-free, perpetual, irrevocable license to use, copy, modify, and incorporate that Submission for any lawful purpose, without any obligation to you. You represent that your Submission is your own and does not infringe any third-party rights. Please do not send us confidential information you do not want us to use under this license.

6 · Third-party links

The Site may contain links to third-party websites, products, or services, including those operated by our portfolio ventures. Those links are provided for convenience; Elmtide does not control and is not responsible for the content, policies, or practices of any third-party site. Your use of a third-party site is governed by that site's own terms.

7 · Disclaimers

THE SITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, ELMTIDE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Elmtide does not warrant that the Site will be uninterrupted, secure, or error-free, or that content will be accurate, complete, or current.

8 · Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ELMTIDE AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE — EVEN IF ELMTIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ELMTIDE'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE WILL NOT EXCEED ONE HUNDRED US DOLLARS (US $100). Some jurisdictions do not allow these limitations, so some of the above may not apply to you.

9 · Indemnification

You agree to defend, indemnify, and hold harmless Elmtide and its officers, members, employees, and agents from any claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of your breach of these Terms, your misuse of the Site, or your violation of applicable law or the rights of a third party.

10 · Governing law

These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of Wisconsin, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11 · Dispute resolution & venue

You and Elmtide agree to first attempt in good faith to resolve any dispute informally by contacting legal@elmtide.com. If we cannot resolve the dispute within 60 days, either party may bring the claim exclusively in the state or federal courts located in Outagamie County, Wisconsin, and each party consents to the personal jurisdiction of those courts. To the maximum extent permitted by law, each party waives any right to a jury trial and to participate in a class action.

12 · Changes to these terms

We may modify these Terms from time to time. The “Last updated” date above reflects the date of the most recent change. If a change is material, we will make reasonable efforts to notify you. Your continued use of the Site after a change becomes effective constitutes your acceptance of the revised Terms.

13 · Contact

Elmtide LLC — Legal
2800 E. Enterprise Ave, Suite 333
Appleton, WI 54913 · USA
legal@elmtide.com