TERMS OF USE

This policy was last modified on December 4, 2019.

TERMS OF USE

These Terms of Use set forth the terms and conditions that apply to your use of any EPAC Software, Inc. (“EPAC”) software or services, including any hosted or cloud-based services (the “Licensed Software”).

1. Definitions

“Access” means the displaying of any landing pages, using and/or viewing the EPAC Software and otherwise obtaining information on or from the EPAC Software.

“Account” means a collection of data related to a User and/or Subscriber that is first created upon User requesting either subscription, access, billing, or customized products and services, as well as record-keeping of other User transactions.

“EPAC Properties” means the content, programs and services, as well as the underlying design, applications, software, web platforms and “look and feel,” offered in all forms and media through the Licensed Software. “EPAC Software” means the Licensed Software and EPAC Properties.

“Other Agreements” has the meaning set forth in Section 11 of these Terms of Use.

“Quote” means those terms and conditions of the purchase of the license, hosting and support and maintenance obligations agreed upon by EPAC and the Subscriber.

“Subscriber” means any person or entity that purchases Access to or use of the EPAC Software through a subscription plan offered by EPAC.

“User – means any party who accesses the EPAC Software, including you.

“User Content” has meaning set forth in Section 2 of these Terms of Use.

“You” – This refers to the User who is reading these Terms of Use. If you are accessing the EPAC Software as an employee or agent of another, “You” refers to the User and the User’s principal.

2. Your License to Use; EPAC Retention of Ownership in Intellectual Property

By using the EPAC Software in any way, you agree to comply with all of the Terms of Use set forth herein. The right to use the EPAC Software is personal to you and is not transferable to any other person or entity. Upon your acceptance of the terms and conditions set forth herein, EPAC hereby grants you a non-exclusive limited license to use the EPAC Software, solely for the uses described in these Terms of Use, the Quote and/or the Other Agreements. You do not have the right to make commercial use of the EPAC Software in connection with marketing or services and/or in connection with premiums or promotions, charging others for access to EPAC Software, and/or incorporating use of them in any manner that may be construed as an endorsement, express or implied, of any party, product or service.

Notwithstanding this limited license, you agree that EPAC owns and retains all rights to the EPAC Software. You further agree that: the content (text, graphics and images), programs and services you access and view as part of the EPAC Software, are each and all owned or controlled by EPAC (and EPAC’s licensors); no title to the EPAC Software shall pass to you hereunder; each and all are protected by copyright, trademark, and other intellectual property laws; each and all may be retrieved and used solely for your own personal, noncommercial use.

You further agree that under this limited license, you may not otherwise copy, reproduce, modify, reverse-engineer, disassemble, decompile, store in a retrieval system, retransmit in any form through any means, translate into any language or computer language, or distribute, transmit, republish, remove, alter, display, perform or use the EPAC Software (and any of the content, programs and services therein), including the proprietary and intellectual property notices within the EPAC Software, for any other purposes than allowed herein, without the express written consent of EPAC.

Each Subscriber may only allow its employees, agents and customers to access the content, programs and services through the EPAC Software according to the terms and conditions set forth in the Quote or Other Agreements. If the Subscriber’s license terminates or has its license terminated by EPAC, then the Subscriber’s affiliated Users (including employees, agents and customers) shall no longer be licensed to use said content, programs and services.

You hereby grant EPAC a limited, royalty-free, fully paid up, perpetual, nonexclusive, transferable license to use any material, information, text, graphics, comments or other data that you post or upload (“User Content”) as necessary to provide the appropriate services for the Subscriber. The forgoing license grant shall allow EPAC to aggregate and otherwise use User Content to improve EPAC’s services and for EPAC’s research and development purposes.

You agree not to upload or place any User Content, either your own or that of a third party, on any page of the EPAC Software which infringes or violates the rights of any third party, including but not limited to third-party copyrights, trademarks, trade secrets, patents, proprietary and/or confidential information, public and professional reputation, and personal right to privacy. If you believe that any proprietary, intellectual property and/or personal rights are violated by any posting on the EPAC Software, you must contact EPAC immediately at support@EPACst.com

3. Subscription Plans

The Subscriber and affiliated Users shall be subject to the terms and conditions set forth in the Quote and Other Agreements, with respect to any subscription plan, billing and number of authorized users.

4. Violation of These Terms of Use

If EPAC determines in its sole discretion that you are violating any of these Terms of Use, we may: (i) notify you, and (ii) use technical measures to block or restrict your access or use of the EPAC Software. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the subject EPAC Software and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use. We reserve the right to immediately terminate or restrict your account or your use of the EPAC Software at any time, without notice or liability, if EPAC determines in its sole discretion that you have breached these Terms of Use, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. We also reserve the right to terminate your account or your use of the EPAC Software if such use places an undue burden on our networks or servers.

5. User Responsibility Guidelines

You agree that the EPAC Software shall not be used to do any of the following:

Introduce any viruses, computer code, files or programs, or damage in any other manner or way, that interrupts, destroys, limits functionality, disables, overburdens, impairs or otherwise gains unauthorized access that causes harm to the EPAC Software (including but not limited to hardware, software, equipment and network).
If you are an affiliated User of a Subscriber, exceed the scope of or otherwise violate any terms and conditions of these Terms of Use, the Quote or any Other Agreements applicable to such Subscriber.
Use technology or other means to access, index, frame or link to the EPAC Software that is not authorized, including removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of the EPAC Software.
Post or link to content that is obscene or otherwise objectionable, in EPAC’s sole discretion.
Engage in, promote or encourage in any way any illegal activities or content.
Pretend to be someone you are not or claim or use false credentials.
Interfere with the use and/or enjoyment of others’ use of the EPAC Software.

EPAC does not monitor or edit content, but EPAC retains the right to remove any content that EPAC deems inappropriate, illegal, or which may infringe upon the rights of any third party. Violations of any of the above user responsibility guidelines could lead to the suspension or deactivation of your EPAC account.

6. EPAC’s Limited Liability; Disclaimer of Damages; No Warranties

The EPAC Software comes from sources believed to be accurate, but may contain inaccuracies or typographical errors. EPAC and its officers, affiliates, agents and assignees make no representations about the results to be obtained from using the EPAC Software. The use of the EPAC Software is at your own risk.

THE EPAC SOFTWARE IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. EPAC, TO THE FULLEST EXTENT PERMITTED BY EQUITY AND LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. EPAC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE CONTENT, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF THE EPAC SOFTWARE.

IN NO EVENT SHALL EPAC OR ITS AFFILIATES, AGENTS OR ASSIGNEES, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES)) RESULTING FROM THE USE OF OR INABILITY TO USE THE EPAC SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY OR THEORY OF EQUITY.

EPAC MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE EPAC SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE EPAC SOFTWARE ARE FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.

THIS PROTECTION COVERS EPAC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ASSIGNS, THIS PROTECTION COVERS ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION.

EPAC ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, PERFORMANCE, NON-PERFORMANCE INTERRUPTION, INFECTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THIS SITE. BY USING THIS SITE, YOU ACKNOWLEDGE THAT INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE, INTER-EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD-PARTY LOCAL EXCHANGE AND LONG DISTANCE CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, “CLOUD” STORAGE SERVICE-PROVIDERS AND OTHERS, ALL OF WHICH ARE BEYOND THE CONTROL AND JURISDICTION OF EPAC.

IF, NOTWITHSTANDING THE FOREGOING, EPAC SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE ABOVE DESCRIBED FUNCTIONS OR USES OF THE EPAC SOFTWARE, THE TOTAL LIABILITY OF EPAC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS, IF ANY, FOR LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY THE SUBJECT SUBSCRIBER WITHIN THE THREE MONTHS PRECEDING THE DATE THE CLAIM WAS MADE. IN NO EVENT SHALL EPAC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENT, OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE.

7. Indemnification

By your use of the EPAC Software, you agree to defend, indemnify and hold EPAC, its officers, directors, employees, agents, assigns and partners, harmless from and against any claims, losses, damages, actions or demands, liabilities and settlements including without limitation, reasonable accounting fees, attorney’s fees and court costs resulting from, or alleged to result from, your use of the EPAC Software, in a manner that violates or is alleged to violate these Terms of Use, and/or federal and state law. EPAC shall provide notice to you promptly of any such claim, suit, or proceeding and shall reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.

8. Jurisdiction

EPAC is based in Eugene, Oregon in the United States of America. You expressly agree that exclusive jurisdiction for any dispute with EPAC, or in any way relating to your use of the EPAC Software, resides exclusively in the courts of the State of Oregon and you further agree and expressly consent to the exclusive exercise of personal jurisdiction in the courts of the State of Oregon in connection with any such dispute including any claim involving you and EPAC. These Terms of Use are governed by the internal substantive laws of the State of Oregon, without respect to its conflict of laws principles. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

9. Export Controls

Software and the transmission of applicable technical data, if any, in connection with the EPAC Software are subject to export and re-export control laws including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside, including but not limited to NOT: selling, exporting, re-exporting, transferring, diverting or otherwise disposing of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

10. Links to Third Party Licensed Software; Links to the EPAC Software

EPAC may provide hyperlinks to third-party licensed software as a convenience to users of the EPAC Software. EPAC may post, alter or remove third-party links at any time. EPAC does not control third-party licensed software and is not responsible for the contents of any linked-to third-party licensed software or any hyperlink in a linked-to site.

11. Complete Agreement

In combination with the Quote and one or more subscription, license, maintenance and support or other similar agreements (“Other Agreements”) entered between you or your organization, these Terms of Use constitute the entire agreement between you and EPAC with respect to the use of the EPAC Software. In the event that a provision of the Other Agreements conflicts with the terms and conditions set forth herein, the terms set forth in the Other Agreements shall supersede the conflicting term or condition set forth in these Terms of Use.

12. Contact Information

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

EPAC Software, Inc.

1574 Coburg Rd., #779

Eugene, Oregon 97401

13. Changes to These Terms of Use

EPAC reserves the right to change these Terms of Use at any time by posting new Terms of Use at this location. The date of each revision will appear at the top left below the “Terms of Use” heading. Any questions relating to the Terms of Use may be submitted by contacting EPAC through customer support at support@EPACst.com.