Website Terms of Use

These Website Terms of Use ("Terms") govern your use of www.elmidasolutions.com (the "Site"), operated by ELMIDA Solutions ("we," "us," "our"). By accessing or using the Site, you agree to these Terms. If you do not agree, do not use the Site.

These Terms govern only your use of this website. They do not govern the delivery of IT services, which is subject to our Master Service Agreement ("MSA") and related Statements of Work ("SOWs"). See Section 14.

The Site is provided for informational purposes, to help you learn about ELMIDA Solutions and the services we offer.

You agree not to:

• Use the Site for any unlawful purpose or in violation of these Terms
• Attempt to gain unauthorized access to any portion of the Site, its servers, or connected networks
• Probe, scan, or test the vulnerability of the Site or breach any security or authentication measure
• Interfere with or disrupt the Site's functionality, integrity, or performance
• Use automated tools (bots, scrapers, crawlers, harvesters) to extract content, except search engine crawlers operating in accordance with our robots.txt
• Use the Site or its content to train machine learning or AI models without our written permission
• Reproduce, distribute, modify, or create derivative works from Site content without our written consent
• Impersonate any person or entity, or misrepresent your affiliation

We may modify, suspend, or discontinue any part of the Site at any time without notice.

All Site content, including text, graphics, logos, images, page design, and the "ELMIDA Solutions" name and branding, is owned by ELMIDA Solutions or its licensors and protected by U.S. copyright and trademark law.

You may view and print pages for personal, non-commercial reference.

You may not reproduce, distribute, publicly display, or commercially exploit any content without written permission, or use our branding, logos, or trademarks without authorization.

Third-party trademarks appearing on the Site (Microsoft, Datto, and others) belong to their respective owners. Reference to them does not imply endorsement by them of us, or by us of them, except where a partnership is expressly stated.

Downloadable Resources

Guides, checklists, templates, and other materials we make available for download are licensed to you for internal use within your organization only. You may not resell them, redistribute them publicly, or remove our branding or attribution. Templates provided for your use (such as policy or plan templates) may be adapted for your firm's internal purposes.

These materials are provided for general information. They are not legal advice and do not create an attorney-client relationship with anyone. See Section 5.

Site content is general information and does not constitute a binding offer or agreement to provide services.

• Pricing, service descriptions, and availability may change without notice
• Services require an executed MSA and SOW
• Service commitments, warranties, and obligations are governed exclusively by signed agreements, not by anything on this Site

ELMIDA Solutions is an information technology and cybersecurity provider. We are not a law firm and we do not provide legal advice.

Content on this Site, including material about the SHIELD Act, the New York Rules of Professional Conduct, cyber insurance, data breach obligations, and regulatory compliance, is provided for general informational purposes only. It is not legal advice, it is not a substitute for consulting an attorney, and reading or downloading it creates no attorney-client relationship.

Compliance obligations depend on facts specific to your firm. Consult qualified counsel before making decisions based on anything published here.

The Site links to third-party websites, including vendor partners, industry resources, and service providers. We do not control or endorse them and are not responsible for their content, accuracy, availability, privacy practices, or terms, or for any loss arising from your use of them.

Your use of the Site is also governed by our Privacy Policy, which explains what we collect and how we handle it.

We use cookies and tracking technologies only with your consent. On your first visit, a consent banner lets you accept or decline each category of non-essential tracking. Nothing beyond strictly necessary cookies loads until you make a choice. You can change or withdraw consent at any time through the cookie settings link in the footer.

We aim to make the Site usable by everyone, and we work toward conformance with WCAG 2.1 Level AA. Accessibility is ongoing work rather than a finished state.

If you have difficulty accessing any part of the Site, contact [email protected] or (646) 825-3900 and we will work with you to provide the information you need in an accessible form.

THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Site will be uninterrupted, secure, or error-free, or that content is accurate, complete, or current.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELMIDA SOLUTIONS AND ITS OFFICERS, EMPLOYEES, AND AGENTS ARE NOT LIABLE FOR:

• Errors, inaccuracies, or omissions in Site content
• Site downtime, technical failure, or unavailability
• Decisions made in reliance on informational content
• Indirect, incidental, special, consequential, exemplary, or punitive damages
• Loss of profits, revenue, data, or business opportunity

Aggregate cap. OUR TOTAL LIABILITY ARISING FROM OR RELATING TO THE SITE OR THESE TERMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply to you.

This section applies only to the Site. Liability for IT services under the MSA is governed by that agreement.

You agree to indemnify and hold harmless ELMIDA Solutions and its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of the Site, your violation of these Terms, or your violation of any law or third-party right.

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles.

You and ELMIDA Solutions agree that any dispute arising from or relating to the Site or these Terms shall be brought exclusively in the state or federal courts located in Kings County, New York, and both parties consent to the personal jurisdiction of those courts and waive any objection to venue or forum non conveniens.

We may update these Terms. Updates are posted here with a revised "Last updated" date.

For material changes, we will provide reasonable advance notice, such as a notice on the Site, before the changes take effect. Your continued use of the Site after the effective date of a change constitutes acceptance.

These Terms govern only your use of this website. If you become a client:

• Our Master Service Agreement (MSA) governs all IT services
• Statements of Work (SOWs) define specific service commitments
• Our Privacy Policy governs data handling

If these Terms conflict with the MSA or another signed agreement, the signed agreement controls.

By opting in to SMS from a web form or other medium, you agree to receive SMS messages from ELMIDA Solutions. These may include customer care responses, appointment confirmations and reminders, account notifications, service alerts, and one-time verification codes.

Message frequency varies. Message and data rates may apply. Text STOP to opt out, HELP for assistance. Consent to receive SMS is not a condition of purchasing services.

Carriers are not liable for delayed or undelivered messages.

If you believe content on the Site infringes your copyright, send a notice under 17 U.S.C. § 512(c) to our designated agent:

Include: identification of the work, identification of the infringing material and its location, your contact information, a statement of good-faith belief, a statement of accuracy under penalty of perjury, and your signature.

Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent necessary.

No waiver. Our failure to enforce any provision is not a waiver of it.

Assignment. You may not assign these Terms. We may assign them in connection with a merger, acquisition, or sale of assets.

Entire agreement. These Terms, with the Privacy Policy, are the entire agreement between you and ELMIDA Solutions regarding the Site, and supersede prior understandings about the Site.

Survival. Sections 3, 5, 9, 10, 11, 12, and 17 survive termination.

Headings. Headings are for convenience and do not affect interpretation.

If you have questions about these Website Terms of Use, contact us: