Effective: June 22, 2022
These Terms (the "Terms") set forth the terms and conditions for completing certain requirements with regards to the offering advertised as Automation Opportunity Assessment (the "Assessment") offered by Salve Enterprises LLC d/b/a Elite Software Automation (“ESA”) (as defined below). These Terms constitute an agreement between you and ESA on behalf of itself and its affiliates (“We”, “Us”). ESA offers a multi-step process to determine if you are a fit for their methodologies and services and present you with a personal business automation roadmap if all steps are completed through the Assessment process.
1. Requirements of the Assessment
a) You must fill out the booking form with accurate and verifiable information about you and your business.
b) You must attend a minimum thirty (30) minute fit determination call.
c) If ESA and you both agree, you must attend a minimum two (2) hour information gathering call, video call, or in-person session with you to examine your operations in further detail.
d) To complete your requirements, there is a final minimum one and a half (1.5) hour presentation meeting with you where we present to you our roadmap and discuss your thoughts and opinions on it.
2. Options Available To You after Successful Completion of Assessment
a) You are granted an exclusive license to the Assessment work product and are to receive a written copy,
b) You have the option to either verbally, during or within one (1) hour of the final minimum one and a half (1.5) hour presentation meeting, refuse the exclusive license and then receive $500.00 USD compensation if you can provide a written reason for why you think you did not receive value through the Assessment process. This request must be in writing, via email to legal-queries [at] elitesoftwareautomation [dot] com; or
c) After ESA offers, you decide to hire ESA to implement a proposed project or projects for you and/or your business and also retain the exclusive license to the Assessment work product.
All options are conditional on you and your business being honest, transparent, and you agreeing to provide any and all requested documentation, proof, or explanation as requested by ESA. You must have a genuine intent to obtain valuable guidance for and assistance in improving the efficiency and profitability of your bona fide operating commercial enterprise when requesting this Assessment in order to be eligible for the above options. ESA’s Assessment process is subject to change at ESA’s sole discretion. Please refer to our website at https://www.elitesoftwareautomation.com/terms-of-automation-opportunity-assessment. These Terms supersede all prior versions of the Terms, if applicable.
3. Authority to Bind
These Terms are binding between ESA and you and/or your business, on behalf of yourself and, if you are not a business owner or majority owner, the recipient ("Recipient") of the Assessment and/or process. You represent that you and the Recipient (if not the same) are at least the age of legal majority in your jurisdiction and that you have full authority to bind the Recipient and yourself (if not the same) to these Terms, and every reference in these Terms to "you" and "your" shall include you and the Recipient. You will provide us with evidence of any necessary authority upon request.
ESA reserves the right, in its sole discretion, to immediately terminate your access to all or part of the ESA content, website and/or services and/or to terminate contact or the Assessment with or without notice for any reason or no reason in its sole discretion. Upon termination, ESA shall be under no obligation to provide you with a copy of any content provided by or about you or your business. If ESA terminates this Agreement and/or the Terms, we have no obligation to notify you of the reason, if any, for the termination.
5. Privacy and Confidentiality; Intellectual Property
a) Under these Terms and your contact with ESA, you may be asked to or you may submit personal information about you and the Recipient, such as your name, address, mobile phone number, and age, as well as information about the Recipient that may be relevant to the Assessment. You agree to provide accurate, complete and up-to-date information, and your failure to do so may result in adverse consequences, including the inability of accuracy in ESA providing a high quality Assessment and your ability to select one of the offered options may be denied. All information that ESA provides to you is strictly confidential and you must maintain confidential any portions of the Assessment that are shared with you.
b) All products and results of that are rendered during the Assessment, these Terms, and this Agreement with ESA, related to or arising from these Terms and Agreement with the ESA (the “Work”) are owned solely by ESA unless explicitly stated otherwise in writing. You acknowledge and agree that the Work, and all rights therein, including, without limitation, copyrights, belong to and shall be the sole and exclusive property of ESA. You agree to execute all papers and to perform such other proper acts as ESA may deem necessary to secure for ESA or its designee the rights herein assigned. ESA may invent new, original, and ornamental or useful inventions in the course of or related to your contractual relationship with ESA (the “Inventions”).You hereby disclaim, assign and/or transfer to ESA, its successors, or assigns, the entire right, title, and interest in and to said Inventions, and any patent and patent applications deriving therefrom for any such invention in the United States and throughout the world, including the right to file foreign applications directly in the name of ESA and to claim for any such foreign applications any priority rights to which such applications are entitled under international conventions, treaties, or otherwise; and to cooperate with ESA as may be necessary or desirable for obtaining, sustaining, reissuing, or enforcing said patent or patent applications in the United States and throughout the world for said Inventions, and for perfecting, recording, or maintaining any such title in ESA. You hereby acknowledge that ESA shall retain all right, title, and interest in all trademarks, trade dress, and goodwill that results from any of the proprietary or confidential information described herein or any use or offer to sell thereof.
6. Consent to Electronic Communication
By agreeing to these Terms and this Agreement, you agree to allow ESA to communicate with you electronically, and you consent to electronic delivery of notices, documents, or products (including, without limitation, information that may be considered protected health information under HIPAA) from ESA via the ESA website, mobile application, online messaging platform, or e-mail, if applicable. You also agree to check your account, alerts, and messages, and the e-mail account reflected on your account on a reasonably regular basis to stay apprised of important notices and information during the Assessment.
7. Disclaimers; Limitations; Waivers; Indemnification
7.1. No Warranty
The information and materials contained in the Assessment, under these Terms, or subject to this Agreement, including text, graphics, information, links or other items are provided "as is," "as available." ESA DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN ESA; (3) WARRANT THAT YOUR USE OF THE SITE OR SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (4) GIVE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ESA EXPRESSLY EXCLUDES ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS.
7.2. Limitation of Liability
a) Incidental Damages and Aggregate Liability.
In no event will ESA be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use of the Assessment, including without limitation damages related to any information received from the Assessment, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if ESA, or representatives thereof, are advised of the possibility of such damages, losses or expenses.
b) No Liability for non-ESA Actions.
IN NO EVENT WILL ESA BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES OR ANY AGREEMENT OR RELATIONSHIP FORMED USING THE SITE OR SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE SITE OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
In addition to the preceding paragraphs of this section and other provisions of these Terms, any advice that may be posted on ESA’s website or contained in the Assessment is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. ESA makes no representations or warranties and expressly disclaims any and all liability concerning any action by, or effect on any person following the information offered or provided within or through ESA. If you have specific concerns or a situation arises in which you require professional advice, you should consult with an appropriately trained and qualified specialist.
By agreeing to these Terms, you and your business agree to indemnify, defend and hold harmless ESA and its Affiliates from and against any and all claims, losses, expenses or demands of liability, including reasonable attorneys' fees and costs incurred by ESA and its Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through any means, or (ii) you or your businesses actions in violation of any applicable law. You further agree that they will cooperate as reasonably required in the defense of such claims. ESA and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, and users shall not, in any event, settle any claim or matter without the written consent of ESA.
8. Governing Law and Jurisdiction
These Terms, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the State of Texas, including Texas' statutes of limitations governing your claim, without giving effect to its principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 16, the Arbitration Agreement.
Unless you and we agree otherwise, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), you agree that any claim or dispute that has arisen or may arise between you and ESA must be resolved exclusively by a state or federal court located in the State of Texas. You and ESA agree to submit to the personal jurisdiction of the courts located within the State of Texas for the purpose of litigating all such claims or disputes.
These Terms and any action related thereto will be governed by the laws of the State of Texas without regard to its conflict of laws provisions. We may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Except as provided in Section 10 "Agreement to Arbitrate," If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under the law.
10. Agreement to Arbitrate and Dispute Resolution
10.1. Agreement to Arbitrate
This Section 10 is referred to in these Terms as the "Arbitration Agreement". You and we hereby agree that all claims relating to or arising out of these Terms or the breach thereof, whether sounding in contract, tort, or otherwise that have arisen or may arise between you and ESA or a ESA Affiliate, whether relating to these Terms (including any alleged breach thereof), the Services, the Site, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
10.2. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND ESA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ARBITRATION, ACTION OR PROCEEDING. UNLESS BOTH YOU AND ESA EXPRESSLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AGAINST ESA AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER ESA CLIENTS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
10.3. Pre-Arbitration Dispute Resolution
ESA is always interested in resolving disputes amicably and efficiently. Before you commence arbitration, we suggest that you contact us to explain your complaint, as we may be able to resolve it without the need for arbitration. You may contact us via email at legal-queries [at] elitesoftwareautomation [dot] com.
10.4. Opt-Out Procedure
You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section. The Opt-Out Notice must be postmarked no later than 30 Days after the date you agree to these Terms. You must mail the Opt-Out Notice to ESA. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) or account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, ESA will likewise not be bound by these arbitration provisions. All other terms of these Terms will continue to apply. Opting out of the Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. Upon receipt of a valid Opt-Out Notice, ESA will provide the opting out user with a copy of the arbitration agreement from the last version of the Terms that the user accepted, if any exists.
10.5. Future Changes to this Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, such change shall not be effective until at least 60 days from the date of posting, and shall not apply to any claim that was filed in a legal proceeding against ESA prior to the effective date of the change. Moreover, if we seek to terminate this Arbitration Agreement from these Terms, such termination shall not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and shall not be effective as to any claim that was filed in a legal proceeding against ESA prior to the effective date of removal.
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. Each Affiliate (as defined in Section 1) is expressly made a third party beneficiary of this Agreement and may enforce this Agreement directly against you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.
If a court decides that any term or provision of these Terms other than Section 10 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified. If a court decides that any of the provisions of Section 10 are invalid or unenforceable, then the entirety of Section 10 shall be null and void. The remainder of the Terms will continue to apply.
13. Contact Information
If you have any questions or need further information as to Assessment or these Terms provided by ESA, or need to notify ESA, please contact ESA at:
legal-queries [at] elitesoftwareautomation [dot] com
Elite Software Automation
5301 Alpha Road, Suite 80-435
Dallas, TX, 75240, USA