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Acceptance of Terms
Use of Site
EPS US, LLC and its affiliates (collectively “ePS”) give you limited permission to access, view, use and download (where applicable) the software, products, information and materials available at or in connection with this Site (collectively “Materials”) solely for your personal, non-commercial use, provided that you comply with all of the terms and conditions stated in this Agreement and any applicable ePS license agreement or other applicable ePS agreement. You may make one (1) copy of the Materials to the extent necessary to use the Site as permitted above, provided that you retain on any such copy all copyright and other proprietary notices contained in the original Materials. Except as permitted above, you may not use, make, modify, reformat, copy, display, perform, distribute, transmit, publish, license, create derivative works from, transfer or sell any Materials, content, communications or services which are displayed or referenced on this Site. Except as stated above, you receive no rights or license of any kind, including no rights to or under any patents, copyrights, trade secrets or trademarks.
You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, hateful, offensive, libelous, defamatory, obscene, pornographic, vulgar or sexually explicit material or any material that would violate any law or the rights of others, or that would subject ePS or its agents, affiliates or partners to any claims or liability.
By using this Site, including any Materials, communications, content and services available through it, you agree that you will not do any of the following:
- upload, post, or otherwise transmit to or through the Site any communications, content or materials that ePS deems to be unlawful, threatening, hateful, offensive, libelous, defamatory, pornographic, vulgar, obscene, or sexually explicit;
- upload, post, or otherwise transmit to or through the Site any communications, content or materials that could be deemed to encourage or advocate any illegal activities;
- upload, post, or otherwise transmit to or through the Site any communications, content or materials that infringe and/or violate any right of a third party or any domestic or international law, rule, or regulation, including but not limited to: (a) copyright, patent, trademark, or other proprietary rights; (b) the right of privacy; and (c) the right of publicity;
- upload, post, or otherwise transmit to or through the Site any communications, content or materials that violate an agreement with a third party, including without limitation a confidentiality agreement;
- upload, post, or otherwise transmit to or through the Site any communications, content or materials that might subject ePS and/or its agents, affiliates or partners to any claims or liability;
- disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked sites;
- upload, post, or otherwise transmit to or through the Site any viruses, robots, scripts, spiders or similar items or harmful, disruptive, or destructive files or elements;
- create a false identity, or use or attempt to use another’s account, password, service, or system;
- access or attempt to access any area or content which you are not authorized to access; and/or
- disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any services, Materials, communications, content, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or any affiliated or linked sites.
You agree to indemnify, defend and hold ePS and its agents, affiliates, and partners harmless from all claims, liabilities, damages, expenses, costs and attorneys’ fees arising out of or related to any violation (and/or alleged violation) of this Agreement by you.
As used herein, ePS’s partners include independent vendors, suppliers, licensors, contractors, distributors, resellers, dealers, OEMs and other parties who have a business relationship or a potential business relationship with ePS.
Use of Software
All software and documentation provided by ePS and its licensors, and all related downloads, on-line materials, bug fixes, patches, releases, release notes, updates, upgrades, technical support materials, and information (collectively “Software”) is licensed (not sold). Use of the Software is subject to the terms and conditions of the license agreement that accompanies or is provided with the Software (“Software License Agreement”). You may not use, download or install the Software until you have read and accepted the terms of the Software License Agreement. You are granted only a limited, non-exclusive license to use the Software solely for your personal use and solely in accordance with the Software License Agreement. The Software is confidential and proprietary to ePS and its licensors. You may not disclose or distribute the Software to any third party.
Other than personally identifiable information, which is discussed below, you agree that any material, content, files, messages, information and other communication you transmit or post to this Site (“Communications”) are non-confidential and non-proprietary. You agree that ePS and its designees, agents, partners, and affiliates have no obligations with respect to your Communications. You agree that ePS and its designees, agents, partners and affiliates may freely use, copy, modify, publicly perform, publicly display, create derivative works from, disclose, make, sell, license, distribute, advertise, incorporate and otherwise use your Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial and non-commercial purposes, including without limitation marketing and the development of products and services. You further agree that ePS and its designees, agents, partners and affiliates may freely use all Communications and all feedback and contributions you provide on-line and off-line to create, improve, modify, create derivative works of, make, use, sell, license, distribute, publicly perform, publicly display, market, and advertise software, products, services, information, communications and content, including without limitation the Software, Services and Materials.
Managing content and communications
Users remain solely responsible for their own Communications. ePS is not responsible for a user’s Communications.
Although ePS has no duty to do so, ePS reserves the right at any time without notice and for any reason (without liability to ePS): (a) to edit and/or remove any user’s Communications, and (b) to restrict, suspend, and/or terminate any user’s access to all or any part of this Site.
ePS may, but is not obligated to, monitor and review (i) any areas on the Site where users transmit or post user Communications, including but not limited to areas where services are available, chat rooms, bulletin boards, and other user forums; and (ii) the substance of any user Communications.
Use and Protection of Account Number and Password
You are responsible for maintaining the confidentiality of your account number, account name, and password, if applicable. You are responsible for all claims, liabilities, damages, losses, expenses, costs and attorneys’ fees resulting from all uses of your account number, account name, and password, whether or not authorized by you, unless access to your account number, account name, and password was obtained through no fault or negligence of your own.
Personally Identifiable Information
Links To Other Web Sites
Links to third party web sites on this Site are provided solely as a convenience to you. If you use these links, you will leave this Site. ePS has not reviewed all of these third party sites and does not control and is not responsible for any of these sites or their content. ePS does not endorse or make any representations about these sites, or any information, communications, content, software, other products or materials found at these sites, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.
Disclaimer of Warranties
ePS does not warrant the accuracy and completeness of the Materials, Communications, Services and any other content available at or in connection with this Site (collectively “Content”). ePS may make changes to the Content and to the services, products and prices described therein, at any time without notice. The Content may be out of date, and ePS makes no commitment to update the Content. Content published at this Site may refer to products, programs or services that are not available in your country. Consult your local ePS business contact for information regarding the products, programs and services that may be available to you.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTIES THAT MAY BE PROVIDED IN ePS PRODUCT OR SERVICE DOCUMENTATION, ALL MATERIALS, PRODUCTS, SERVICES, COMMUNICATIONS AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, AND ePS EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS, IMPLIED AND STATUTORY) INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ePS DOES NOT WARRANT THAT THE SITE AND THE MATERIALS, PRODUCTS, COMMUNICATIONS, CONTENT AND SERVICES WILL BE CORRECT, ACCURATE, SECURE, RELIABLE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES AND OTHER HARMFUL ELEMENTS, OR THAT DEFECTS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTIES THAT MAY BE PROVIDED IN ePS PRODUCT OR SERVICE DOCUMENTATION, ePS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE USE AND AVAILABILITY OF ANY COMMUNICATIONS, MATERIALS, PRODUCTS, SERVICES, AND CONTENT, THE STATEMENTS OR ACTIONS OF ANY USER OR THIRD PARTY ON OR THROUGH THE SITE, ANY DEALINGS WITH USERS, VENDORS OR OTHER THIRD PARTIES, ANY ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, THE STORAGE OR LOSS OF DATA, FILES, OR OTHER CONTENT, AND ANY WEB SITE REFERENCED OR LINKED TO OR FROM THIS SITE.
APPLICABLE LAW MAY NOT ALLOW THE ABOVE EXCLUSIONS OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH A CASE, THE WARRANTIES AND LIABILITY OF ePS AND ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS AND SUPPLIERS ARE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE, CUMULATIVE LIABILITY OF ePS AND ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS AND SUPPLIERS FOR ALL CLAIMS RELATED TO THIS AGREEMENT AND ALL MATERIALS, PRODUCTS, SERVICES, COMMUNICATIONS AND CONTENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, UNDER STATUTE OR OTHERWISE), IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE MATERIALS, PRODUCTS, SERVICES, COMMUNICATIONS OR CONTENT THAT ARE AT ISSUE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ePS AND ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS AND SUPPLIERS BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOST DATA, THIRD PARTY CLAIMS, AND/OR ANY SPECIAL, INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, RELATED TO THIS AGREEMENT, THE MATERIALS, PRODUCTS, SERVICES, COMMUNICATIONS AND/OR CONTENT. THIS LIMITATION APPLIES EVEN IF ePS AND/OR ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT THE PRICE OF THE MATERIALS, PRODUCTS, SERVICES, COMMUNICATIONS AND CONTENT REFLECTS THIS ALLOCATION OF RISK. YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL ELEMENT OF THIS AGREEMENT, WITHOUT WHICH ePS WOULD NOT HAVE ALLOWED YOU TO HAVE ACCESS TO THE MATERIALS, PRODUCTS, SERVICES, COMMUNICATIONS AND CONTENT.
APPLICABLE LAW MAY NOT ALLOW THE ABOVE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH A CASE, THE LIABILITY OF ePS AND ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS AND SUPPLIERS IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
U.S. Government Restricted Rights
Use, duplication or disclosure of the Software by the United States Government is subject to restrictions as set forth in FAR 12.212 or DFARS 227.7202-3 -227.7202-4 and, to the extent required under U.S. federal law, the minimum restricted rights as set out in FAR 52.227-14, Restricted Rights Notice (June 1987) Alternate III(g)(3) (June 1987) or FAR 52.227-19 (June 1987). To the extent any technical data is provided pursuant to the Agreement, such data is protected per FAR 12.211 and DFARS 227.7102-2 and to the extent explicitly required by the U.S. Government, is subject to limited rights as set out in DFARS 252.227.7015 (November 1995) and DFARS 252.227-7037 (September 1999). In the event that any of the above referenced agency regulations are modified or superseded, the subsequent equivalent regulation will apply. The name of the Contractor is EPS US, LLC.
ePS and its licensors solely own all right, title and interest, including without limitation all intellectual property rights, in and related to the Software, Materials, products, Services, communications and content provided by ePS, and all improvements, derivative works and modifications thereof, including without limitation improvements, derivative works and modifications that are based upon your Communications and your feedback and contributions provided on-line and off-line.
For additional information regarding ePS’s intellectual property rights, including without limitation its patents and copyrights, please see the patent, copyright, and other legal notices at this Site and in the ePS product and service documentation.
The trademarks, logos, and service marks (“Marks”) displayed on this Site are the property of ePS or other third parties. You are not permitted to use the Marks without the prior written consent of ePS or such third party that may own the Marks. ePS and the ePS logo are trademarks of EPS US, LLC.
Applicable Laws and Jurisdiction
This Site is administered by ePS from its offices in the United States. ePS makes no representation that materials at this Site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of laws. By using this Site, you consent to the personal jurisdiction and exclusive venue of the state and federal courts of Delaware.
Export Control Laws
The Software, products, Services and information of ePS are subject to the export laws and regulations of the United States, including the United States Export Administration Regulations. The access and license granted to you herein is conditioned upon your compliance with all applicable export laws and regulations, including the export laws and regulations of the United States.
By downloading any Software or using any product, information or services, you represent and warrant that you are not a national of any country to which the United States embargoes goods, nor are you identified on the Denied Persons List.
By downloading any Software or using any other product, information or services, you further represent, warrant and agree that you will not use, disclose, distribute, transfer, export or re-export any portion of the Software, Materials, Communications, content, products or information available on this Site in any form in violation of any applicable laws or regulations, including without limitation the export laws and regulations of the United States.
If you choose to access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.
These terms have been drafted in the English language and any translation is furnished solely for your convenience. The original English text is binding and will control and prevail in case of any variance between the English version and any translation.
Effective Date: July 13, 2023