Terms of Service

Last Updated: January 30th, 2025

Introduction

Welcome to Elyptix Inc. ("Elyptix," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of Elyptix's applications, websites, and services (collectively, the "Services"), including but not limited to Elyptix Web, Elyptix Engine, Elyptix Time, Elyptix Tasks, and Elyptix Telematics. These Terms constitute a legally binding agreement between you and Elyptix Inc.

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. If you are accessing or using our Services on behalf of a business or organization, you represent and warrant that you have the authority to bind that business or organization to these Terms.

Definitions

Throughout these Terms, the following definitions apply:

"Account" means a registered account with Elyptix that enables access to the Services.

"Account Administrator" means the individual who initially creates an organization's account or their designated successor, responsible for managing user access and organizational settings.

"Content" means any information, data, text, files, images, graphics, software, music, audio, video, messages, or other materials created, uploaded, or accessed through the Services.

"User" means any individual who accesses or uses the Services, including Account Administrators and end users within an organization.

"Organization" means the business entity that has subscribed to the Services.

"Subscription" means the paid access to the Services for a specified period.

Eligibility and Account Creation

To access and use our Services, you must be at least eighteen (18) years of age and capable of forming a binding contract. Our Services are intended for business use and are available only to individuals who can form legally binding contracts under applicable law.

The Services are currently available only to users in North America, Australia, and New Zealand. By accessing our Services, you represent and warrant that you are located in one of these regions and will only access and use the Services from these locations.

When creating an account, you must provide accurate, current, and complete information. The Account Administrator must be authorized to act on behalf of the Organization and bind it to these Terms. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Services Description and License

Elyptix grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services in accordance with these Terms and any subscription limitations. This license is conditional upon your continued compliance with these Terms and timely payment of all applicable fees.

Subscription and Payment Terms

Access to the Services requires a paid subscription, subject to the following terms and conditions:

Free Trial

Elyptix offers a seven (7) day free trial period for new subscribers. During the trial period, you will have access to the Services' standard features. At the conclusion of the trial period, your subscription will automatically convert to a paid subscription unless cancelled prior to the trial's expiration.

Billing and Payment

All subscriptions are billed on a monthly basis. Payment is required in advance of each service period. You authorize Elyptix to charge your designated payment method for all applicable fees. All payments must be made in the currency specified during the subscription process.

Refunds and Cancellation

You may cancel your subscription at any time. Upon cancellation, your access to the Services will continue until the end of your current billing period, after which it will terminate automatically. No refunds or credits will be provided for partial months of service or unused Services. Elyptix may, at its sole discretion, issue refunds in circumstances it deems appropriate.

Subscription Modifications

Elyptix reserves the right to modify subscription fees, plans, and features at any time. Any such modifications will take effect at the start of your next billing cycle. You will be notified of any price changes at least thirty (30) days before they take effect.

User Management and Access Rights

Account Administration

The Account Administrator holds primary responsibility for managing the Organization's account and user access. This includes:

The Account Administrator maintains full control over user permissions and access levels within the Organization's account. The initial Account Administrator is the individual who creates the Organization's account, though this role may be transferred to another authorized individual within the Organization.

User Roles and Permissions

Access to the Services is governed by a hierarchical permission system with distinct roles and access levels. These roles determine what actions users can perform and what content they can access within the Services. The specific permissions associated with each role are detailed in our documentation and may be modified by Elyptix from time to time.

Account Security

You are responsible for maintaining the security of your account credentials and for any activities that occur under your account. You must:

Immediately notify Elyptix of any unauthorized use of your account or any other breach of security.

Ensure that all users log out from their accounts at the end of each session when using shared devices.

Not share account credentials or permit unauthorized access to your account.

Maintain accurate and up-to-date contact information for all users associated with your account.

Multi-User Access

Organizations may add multiple users to their account subject to their subscription tier limitations. Each user must comply with these Terms and any additional policies or guidelines provided by Elyptix.

Content and Data Rights

Ownership of Content

You retain all ownership rights to the Content you create, upload, or store using the Services. However, by using our Services, you grant Elyptix a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute such Content solely for the purpose of providing and improving the Services.

Website Templates and Blocks

Elyptix retains all ownership rights to website templates, blocks, and other pre-built components provided through the Services. Your use of these components is subject to a limited license that remains valid only while your subscription is active.

Content Restrictions

You agree not to create, upload, store, or share any Content that:

• Infringes upon intellectual property rights of any party.
• Contains adult or sexually explicit material.
• Constitutes spam, phishing attempts, or fraudulent content.
• Contains malware, viruses, or other harmful technology.
• Violates privacy rights or impersonates others.
• Contains protected health information subject to HIPAA regulations.
• Promotes bullying, harassment, or defamation.
• Incites violence or contains hate speech.
• Supports terrorist or violent extremist entities.
• Advertises illegal or regulated goods and services.
• Promotes self-harm or dangerous activities.

Content Removal

Elyptix reserves the right to remove or disable access to any Content that violates these Terms or applicable laws. We may take such action without prior notice and at our sole discretion. We maintain the right to preserve and disclose Content if required by law or if such preservation or disclosure is reasonably necessary to:

• Comply with legal obligations or governmental requests.
• Enforce these Terms.
• Respond to claims of intellectual property infringement.
• Protect the rights, property, or safety of Elyptix, its users, or the public.

Service Availability and Maintenance

No Service Level Agreement

Elyptix provides its Services on an "as is" and "as available" basis without any guarantee of specific availability or uptime. While we consistently strive to maintain reliable service availability, we make no warranties or representations regarding uninterrupted service access. Users acknowledge and accept that service interruptions may occur from time to time without notice or liability. The complexity of modern cloud-based services, including but not limited to our web development platforms, database systems, time tracking solutions, and telematics services, means that occasional disruptions are an inherent part of the service. These disruptions may result from various factors including, but not limited to, hardware failures, software updates, network issues, third-party service provider problems, or other technical challenges beyond our reasonable control. Users further acknowledge that access to the Services may be interrupted for reasons including but not limited to system failures, maintenance requirements, or force majeure events. Elyptix's commitment to service quality should not be construed as a guarantee of continuous, uninterrupted access to the Services, and users agree to maintain appropriate contingency plans for potential service interruptions.

Maintenance and Updates

Our commitment to service quality necessitates regular maintenance to ensure optimal performance and security. We endeavor to schedule such maintenance during off-peak hours and will provide advance notice when possible for scheduled maintenance that may impact service availability. Nevertheless, we retain the right to perform emergency maintenance without prior notice when circumstances require immediate action to protect our systems or user data. Users acknowledge that such maintenance is essential to the proper functioning of the Services and agree that Elyptix shall have no liability for any impacts or interruptions resulting from any maintenance activities. The timing and duration of maintenance windows may vary based on the urgency of the required updates, system complexity, and potential impact on user operations. While we strive to minimize disruption during maintenance periods, users understand that certain updates may require temporary service interruptions and agree to cooperate with any reasonable maintenance requirements, including but not limited to coordinating with Elyptix for planned outages, implementing recommended updates, and following prescribed maintenance procedures.

Service Modifications

Elyptix maintains the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice, at our sole discretion. This includes modifications to features and functionalities, system requirements, service delivery methods, software versions, and service policies or procedures. In cases of significant service modifications or discontinuations, we may, at our sole discretion, provide refunds for Services. Users acknowledge that Elyptix bears no obligation to maintain any specific feature or functionality, and that service changes may affect the user's ability to access or use certain aspects of the Services. Users understand that continued use of the Services following any modification constitutes acceptance of such changes. While we strive to provide reasonable notice of significant modifications, we reserve the right to implement changes immediately when necessary for security, legal compliance, or other critical operational requirements. Users agree to adapt their usage of the Services as necessary to accommodate such modifications and acknowledge that Elyptix is not responsible for any impacts these changes may have on user operations, including but not limited to modifications to workflows, data access methods, or integration requirements.

Intellectual Property Rights

Trademarks and Branding

The Elyptix name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Elyptix Inc. or its affiliates. We grant you permission to display our logos and branding materials at the bottom of websites created using our Services and in employee training materials related to using our Services. When displaying our branding, please maintain the original proportions and appearance of our logos without modification. The placement should clearly indicate a service provider relationship rather than suggesting any endorsement or partnership. For any other uses of Elyptix trademarks, please contact us to request permission.

Restrictions on Use

Users agree not to reverse engineer, decompile, or attempt to discover the source code of our Services. The creation of derivative works based on our Services is not permitted without prior written authorization. Users may not remove or alter any proprietary notices associated with our Services. While we encourage innovative use of our platform, users may not use our Services to create directly competing products. White-labeling or rebranding our Services for third parties requires explicit written permission from Elyptix. These restrictions help us maintain the quality and integrity of our Services while protecting our intellectual property rights.

Third-Party Integrations

Our Services include integrations with various third-party applications and services to enhance functionality and user experience. While we strive to maintain reliable integrations, their availability and performance depend on third-party providers. We make no guarantees or warranties regarding the uptime, functionality, or continued availability of any third-party integrations. We work to provide advance notice of any significant changes to integration capabilities and will assist users in transitioning when necessary. Users acknowledge that third-party services may have their own terms of service and privacy policies. We recommend reviewing these terms before enabling any integrations. Elyptix shall not be liable for any disruption, modification, or discontinuation of third-party integration features.

Data Security and Privacy

Data Processing

Elyptix processes user data in accordance with our Privacy Policy and applicable data protection laws. We implement industry-standard security measures to protect your data, including encryption, access controls, and regular security monitoring. Our team regularly reviews and updates these measures to maintain their effectiveness. While we are committed to protecting your data, users acknowledge that no system can guarantee absolute security. We encourage users to implement appropriate security practices on their end, such as maintaining strong passwords and limiting access to authorized personnel.

Data Backup and Recovery

Elyptix performs regular backups of system data to help protect against data loss. While we maintain these backups as part of our standard operations, we recommend that users also maintain their own backups of critical data. Users can export their data through available system functions. We strive to assist with data recovery when possible, but cannot guarantee successful recovery in all situations.

Data Storage Locations

We store user data in secure data centers located in Canada, the United States, and Australia. These locations were chosen to provide reliable service to our supported regions while maintaining appropriate data protection standards. Users acknowledge that their data may be stored in any of these locations as needed to provide our Services effectively.

Data Deletion

When you terminate your subscription, we will remove your data from our active systems within a reasonable timeframe. Some information may remain in our backup systems for a period of time, after which it will be automatically removed according to our data retention schedules. We maintain these temporary backup copies to protect against accidental data loss and to comply with legal requirements.

Support and Maintenance

Technical Support

We provide technical support via email with a target initial response time of 24-48 hours during regular business hours. Our support team is committed to helping resolve issues and answer questions about our Services. While we strive to provide timely and helpful support, response times may vary based on support volume and issue complexity.

Service Updates

We regularly update our Services to improve functionality, fix bugs, and enhance security. Most updates occur automatically and without service interruption. For updates that require downtime, we typically schedule them during off-peak hours and provide advance notice when possible. We appreciate user feedback about our Services and consider it when planning improvements.

Termination

Account Termination by Users

Users may terminate their subscription at any time through their account settings or by contacting support. Service access continues until the end of the current billing period. We do not provide refunds for partial billing periods but will not charge for future periods after termination.

Account Termination by Elyptix

We may terminate or suspend access to our Services for cause, including but not limited to:

• Violation of these Terms or other policies
• Failure to pay fees when due
• Engaging in harmful or fraudulent activities
• Extended periods of account inactivity
• Upon request by law enforcement or regulatory authorities

When possible, we will provide notice and an opportunity to address issues before termination. However, we reserve the right to terminate immediately when necessary to protect our Services or other users.

Dispute Resolution

Governing Law

These Terms are governed by the laws of Ontario, Canada, without regard to its conflict of law provisions. Users agree to submit to the exclusive jurisdiction of the courts located within Ontario for resolution of any disputes.

Arbitration

Any dispute arising from these Terms will be resolved through binding arbitration in Ontario, Canada, using an arbitrator appointed by Elyptix. The arbitration will be conducted in English. This agreement to arbitrate does not prevent either party from seeking injunctive relief in appropriate circumstances.

Time Limitation

Users must notify Elyptix of potential claims within six (6) months of the incident giving rise to the claim. Any legal proceedings must be commenced within one (1) year of the incident. Users waive the right to pursue claims after these time periods.

Severability and Survival

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law or by any applicable court or arbitration panel, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. Rather, such provision shall be changed and interpreted to accomplish the objectives of the provision within the limits of applicable law or applicable court decisions. Any remaining provisions shall continue in full force and effect.

Survival

Even after your account is terminated, certain provisions of these Terms will remain in effect. These include, but are not limited to, provisions regarding intellectual property rights, limitation of liability, indemnification obligations, governing law, dispute resolution, and any other terms which by their nature should survive termination.

Entire Agreement

These Terms, together with our Privacy Policy and any additional terms or policies referenced herein, constitute the entire agreement between you and Elyptix regarding your use of the Services. These Terms supersede any prior agreements or understandings between you and Elyptix. No modification of these Terms shall be effective unless published by Elyptix or mutually agreed upon in writing between you and an authorized representative of Elyptix.

Waiver

The failure of Elyptix to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Any waiver must be in writing and signed by an authorized representative of Elyptix to be valid.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ELYPTIX OR ITS LICENSORS, SUPPLIERS, OR AGENTS BE LIABLE TO YOU FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THESE TERMS OR THE USE OF THE SERVICES, EVEN IF ELYPTIX OR ITS LICENSORS, SUPPLIERS OR AGENTS HAVE BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. IN NO CASE SHALL ELYPTIX'S LIABILITY EXCEED THE FEES YOU PAID FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS SHALL OPERATE SO AS TO EXCLUDE OR LIMIT ELYPTIX'S LIABILITY TO YOU FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT ANY UPDATES, MODIFICATIONS, OR UPGRADES TO THE SERVICES. THE DISCLAIMERS AND LIMITATIONS IN THESE TERMS EXTEND TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT ELYPTIX IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Additional Provisions

Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party. Such circumstances include, but are not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks. The affected party shall notify the other party within a reasonable time of the force majeure event and resume performance as soon as reasonably possible.

Assignment

Users may not assign or transfer these Terms or any rights and licenses granted hereunder without the prior written consent of Elyptix. Elyptix may assign these Terms, in whole or in part, at any time with or without notice to users. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

All notices required or permitted under these Terms shall be in writing and will be deemed effective:

1. Upon receipt when delivered personally
2. Upon automated confirmation when sent by email
3. One business day after sending by overnight courier
4. Three business days after sending by registered or certified mail

Notices to Elyptix must be sent to the contact information provided on our website. Notices to users will be sent to the email address associated with their account.

Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between users and Elyptix. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Users and Elyptix are independent contractors, and each party assumes responsibility for the actions of their respective employees, agents, and contractors.

Export Compliance

Users agree to comply with all applicable export and import control laws and regulations in their use of the Services. Users represent and warrant that they are not located in a country that is subject to trade restrictions or sanctions, and that they are not prohibited from receiving the Services under applicable laws.

Feedback and Suggestions

Any feedback, comments, suggestions, ideas, or other information provided by users regarding the Services may be used by Elyptix without restriction or compensation. By providing such feedback, users grant Elyptix a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into our Services.

Electronic Communications

By using our Services, users consent to receiving electronic communications from Elyptix. These communications may include notices about your account, service updates, promotional information, and other matters concerning your use of the Services. Users agree that any notices, agreements, disclosures, or other communications that we send electronically will satisfy any legal communication requirements, including that such communications be in writing.

Interpretation

The headings used in these Terms are for convenience only and shall not affect their interpretation. Words imparting the singular include the plural and vice versa. References to "including" or "includes" mean including or includes without limitation. Any ambiguities will be interpreted to reflect the intent of the drafting party.