This Agreement sets forth the terms and conditions ("Terms") you ("You", "Your" or "User") agree to by using this submission portal (the "Portal") to submit an idea, concept or suggestion ("Invention") to Elmer's Products, Inc. (Elmer's Products, Inc. or any of its related companies shall hereafter be referred to collectively as "Elmer's", "we" or "us"). PLEASE READ THE FOLLOWING CAREFULLY and click the "I agree" checkbox below only if You have carefully read, understand, and agree to the following terms and conditions. For good and valuable consideration, the sufficiency of which is hereby acknowledged and by virtue of Your submission of Your Invention to Elmer's, You represent and agree as follows:
ELMER'S may modify these Terms at any time but shall provide You with notice either by mail or email, at ELMER'S sole discretion, of any changes to these Terms at least 14 days prior to those changes becoming effective. Your continued use of the Portal after ELMER'S issuance of the notice of a change to these Terms shall constitute Your acknowledgement and assent to the revised Terms.
1. INVENTIONS: For purposes of these Terms, Inventions include any information submitted at any time by You to ELMER'S.
2. NO OBLIGATION TO RESPOND. ELMER'S is under no obligation to consider or respond to any Inventions. ELMER'S may respond to Inventions in its sole discretion.
3. ELIGIBILITY. The Portal is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If You do not qualify, You may not use the Portal. If You reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, You may not use the Portal.
4. ACCESS CREDENTIALS. To be eligible to submit Inventions, You must complete, and ELMER'S (or its designee) must receive and approve, Your registration with the Portal. You agree that Your registration information at all times correctly represents Your professional affiliation, experience, qualifications and ability to transact business. As part of the registration process, You may be asked to select a password and a user name (Your "Access Credentials"). You may not use a user name of another User and You may not disclose to or share Your Access Credentials to third parties or use Your Access Credentials for any unauthorized purposes. You agree to notify ELMER'S by email at email@example.com of any unauthorized use of Your Access Credentials or breach of security, including loss, theft, or unauthorized disclosure of Your Access Credentials.
5. INFORMATION YOU SUBMIT. You are solely responsible for the content of Your Inventions. You agree that Your information will be accurate and will not: (a) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or (c) be libelous, unlawfully threatening, or unlawfully harassing. Personally identifiable information collected from Users of the Portal will be used by ELMER'S for internal purposes and will not be sold or given to third parties.
6. Additional Conditions Regarding Inventions. If You submit an Invention, You agree that You are the owner of the submitted information and any related intellectual property rights and that You are legally free to make the disclosure. You acknowledge and agree that the Invention may be shared by ELMER'S with corporate affiliates, consultants and contractors, and other parties.
7. Ownership of Inventions. You are not granting Your IP Rights (as hereinafter defined) to ELMER'S by virtue of agreeing to these Terms or submitting an Invention. You understand, however, that any aspect of Your Invention not protected by Your IP Rights may be freely used by ELMER'S.
8. Additional Agreements. You agree to let us or our agents contact You at our discretion following receipt of Your submission. If ELMER'S is interested in Your Invention or in having further discussions with respect to Your IP Rights, ELMER'S will contact You to discuss further terms and conditions with respect to Your IP Rights. ELMER'S is under no obligation to contact You with respect to Your Invention nor is ELMER'S required to return any submitted materials to You.
9. NO IMPLIED AGENCY RELATIONSHIP. No joint venture, partnership, agency, or employment relationship exists between ELMER'S and You by virtue of Your submitting an Invention and agreeing to these terms.
10. Other Contracts, Confidentiality, and Indemnification. You agree that You will not disclose to ELMER'S any information which You are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to disclose, sell, license, or publish. You agree that You will not discuss any confidential information of Your own, or of other parties, in any information that You submit through the Portal. Anything You submit to us is NOT confidential and will be treated as such by ELMER'S. You agree that any subsequent submission or discussion with ELMER'S is likewise non-confidential. Should Your use of the Portal be found to breach legal obligations You may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 10, You agree to defend, indemnify and hold harmless ELMER'S, its affiliates, and their respective officers, directors, employees, agents, consultants and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.
11. INDEPENDENT CREATION BY ELMER'S. You acknowledge that we may have already independently developed, may be in the process of developing, or may develop at a future date ideas, inventions and concepts similar to Your submitted Invention, and You waive any and all claims based upon the similarity of such ideas, inventions or concepts. You agree that You will solely rely upon Your patent, copyright or other rights in the protection of Your Invention (Your patent rights to be herein referred to as "IP Rights") and that no claim against ELMER'S may be made with respect to Your Invention or subsequent submission to ELMER'S based upon any other claim or right with the exception of Your IP Rights. You understand that You must seek appropriate protections, including patent protection, in order to protect Your Invention.
12. Ownership and Limited License. ELMER'S shall retain all ownership in the Portal and all content generated by it that is displayed. ELMER'S grants You a nonexclusive, revocable right to participate in the Portal provided that You do not copy, modify, create a derivative work of any part of the Portal. In addition you shall not (i) reverse engineer, reverse assemble or otherwise attempt to discover any source code, or (ii) modify or attempt to modify the Portal in any manner or form except that You have the right to modify Your self-generated content (e.g. registration or Inventions) on the Portal. You agree that ELMER'S shall not be liable to You for any modification or discontinuance of the Portal and ELMER'S may discontinue the Portal without any notice to You. The license granted to You by ELMER'S is a limited license to access and make use of the Portal and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of ELMER'S. This license does not include any copying or distribution, resale or commercial use of the Portal or its contents; any collection and use of any Portal content; any derivative use of the Portal or its contents; any downloading or copying of Portal content for the use or benefit of another; or any use of data mining, scripting, scraping, bots, or similar data gathering and extraction tools. The Portal or any portion of the Portal may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of ELMER'S. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of ELMER'S without the express written consent of ELMER'S. Any unauthorized use terminates the permission or license granted by ELMER'S.
13. Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Portal or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on the Portal or the infrastructure that makes it available. You agree not to take any actions which may undermine the integrity of the Portal or ELMER'S, such as: posting false or misleading information; using the Portal in violation of local, state, national or international law; uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding Your use of the Portal and the transfer of information with which You are involved, including without limitation, import/export requirements, and ELMER'S expressly disclaims any liability or responsibility thereto.
14. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE TERMS, THE PORTAL IS PROVIDED "AS IS." ELMER'S MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE PORTAL.
15. Liability. ELMER'S SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) YOU SUFFER OR INCUR DIRECTLY OR AS A RESULT OF THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE PORTAL, OR ELMER'S CONSIDERATION OR REJECTION OF THE INVENTION. UNDER NO CIRCUMSTANCES WILL ELMER'S BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES IN EXCESS OF $100 REGARDLESS OF THE CAUSE.
You agree that You will be responsible for, and at ELMER'S request indemnify and defend ELMER'S from, third party claims arising out of the Invention or other information You provide to ELMER'S or submit through the Portal, or any breach by You of these Terms, together with reasonable attorney’s fees incurred by ELMER'S in defending any such claim.
You agree that regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Portal must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
16. Miscellaneous. These Terms shall be interpreted in accordance with the laws of the State of Ohio, United States of America (excluding any rules governing choice of laws) and any legal proceeding arising out of the Terms shall be brought in the state or federal courts in Westerville, Ohio. The Terms will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. The Terms (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between ELMER'S and You with respect to the subject matter hereof, and You have not relied upon any promises or representations by ELMER'S with respect to the subject matter except as set forth herein. You shall not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law. The governing language of the Terms is English.