All content present on this site including the site design, logo, text, images, graphics, videos, and audios are the exclusive property of ePROMIS. No content of this site may be reproduced, stored in a database or retrieval system, or adapted, modified, or published in any form or by any means graphic, electronic, the web, or otherwise without prior written permission from ePROMIS.
All rights, not expressly granted herein are reserved. Any unauthorized use of the resources that appear on this site may violate copyright, trademark, and other applicable laws, and could result in criminal or civil penalties. ePROMIS is a registered trademark. This trademark may not be used in any manner without prior written consent from ePROMIS Solutions.
Your use of the site shall be deemed to be your agreement to abide by each of the terms set forth below, including any modifications that we may make. We may modify these terms at any time and from time to time without notice to you by posting revised terms herein.
User agrees to indemnify, defend and hold ePROMIS harmless from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or relating to any misuse by the User of the content and services provided on the Site.
ePROMIS uses reasonable efforts to ensure the accuracy of the contents of the site. All the information contained in the Site has been obtained from sources believed to be reliable; however, the sources may occasionally contain contents, specifications, or information that are out of date, inaccurate or incomplete.
ePROMIS accepts no liability on the subject of the accuracy of the information contained on this site and use of the information is at the user's risk. ePROMIS may change or discontinue any aspect of its website at any time, including, its content or features. We are not responsible for any damage, liability, or argument resulting from your use, reliance, or reaction to any of the information or contents available on the site.
In no event shall ePROMIS be liable for any direct, indirect, special, consequential, exemplary, or punitive damages arising out of user access or use of this website, including, without limitation, any lost profits, business interruption, loss of data or programs or otherwise, even if expressly advised of the possibility of such damages.
The user should not send any proprietary or confidential information to ePROMIS through this website. Any information sent to ePROMIS shall be deemed not to be confidential. User hereby grants ePROMIS an unrestricted license to use, reproduce, disclose, modify, transmit publish, broadcast, and post the information received from the user, subject however to the ePROMIS confidentiality policy referred to on this website. Furthermore, ePROMIS shall be free to use any ideas, concepts, know-how, or techniques user sent to the website for any purpose whatsoever.
Every aspect of this website including the graphics, contents, images, videos, underlying source code, and all other aspects are owned and retained by ePROMIS or its affiliates or technology providers.
By accessing this site, you agree that any download of content is for your personal, non-commercial use only. No one is allowed to reproduce or transmit the contents of this site in any form or by any means, electronic, mechanical, recording, or otherwise, without prior written permission from ePROMIS. The contents of this website are the sole property of ePROMIS and its owners. Therefore all materials posted on this site including audio or video clips, newsletters, articles, and any other material despite the form or format, is and shall remain the copyright of ePROMIS. Pictures, graphics, or some other contents of a similar kind on this website are either owned by ePROMIS or their suppliers and are protected by copyright laws throughout the world.
All the information contained in the Site has been obtained from sources believed to be reliable; however, the sources may occasionally contain contents, specifications, or information that are out of date, inaccurate or incomplete. ePROMIS offers no guarantee that all the information on this site is up to date and accurate.
The third-party website links are provided on this site as a convenience to the user and do not involve an endorsement by ePROMIS of any such linked sites. ePROMIS assumes no responsibility or assurance for materials and information found on the sites which are functioned or managed outside of its domain. The above term can be revised or modified by ePRMIS at any moment without prior notice.
The site, and all content, materials, information, software, products, press releases, news flashes, and services provided on the Site, are provided on an “as-is” and “as available” basis. ePROMIS expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
The above term can be revised or modified by ePRMIS at any moment without prior notice.
ePROMIS makes no warranty that:
1. The Site will meet your requirements
2. The Site will be available on an uninterrupted, timely, secure, or error-free basis;
3. The results that may be obtained from the use of the Site or any services offered through the Site will be accurate or reliable.
ePROMIS cannot be held liable under any circumstance for any damages whatsoever, including without limitation, damages for loss of profit, business interruption, loss of information and data, arising out of the use of or inability to use this website and the information it contains, even if ePROMIS has been made aware of the possibility of such damages.
Any personal data submitted via this site, whether by email or other means, shall be used by ePROMIS only and will not be revealed to any third parties. ePROMIS reserves the right to use your personal data for providing the user, a more personalized online experience. Please contact us if you wish to view, remove or amend your personal data. ePROMIS assumes no responsibility for any damage to the user’s computers or any data loss caused by downloading any content, material, or information from this site.
You agree not to:
1. Interfere with or interrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site
2. Replicate, duplicate, sell, resell, or exploit any content of this site for any commercial purpose.
3. Hack, crack or otherwise attempt to outwit any copy protection, access control, or license-enforcement mechanisms associated with or related to the Site or Site Content.
Without our prior written permission, you may not:
1. Allow, enable, or otherwise support the transmission of unwelcomed commercial advertising or solicitations via e-mail (spam);
2. Use any high volume, automated, or electronic means (including without limitation robots, spiders, scripts, or other automatic devices) to access the Site or monitor or copy our web pages or the Site Content; deep-link to the Site for any purpose; or ePROMIS
3. Frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.
By posting, uploading, emailing, publishing, or transmitting any content to ePROMIS, you are automatically granting ePROMIS a royalty-free, permanent, irreversible right and license to use, modify, adapt, publish and distribute that document in any form, medium or technology now available or later developed.
- ePROMIS Solutions, Inc., a company governed by the laws of the State of Texas (USA), having its registered office located at 12 Greenway Plaza, Suite 1100, Houston, Texas, 77046, USA and its affiliates (hereinafter collectively referred to as “ePROMIS”, “us,” “we” or “our”);
- each customer, individual, entity, subscriber, licensee, user, or visitor (hereinafter referred to as “you” or “your”) accessing ePROMIS’ website located at https://www.epromis.com, https://www.epromis.net, or other SaaS services hosted by ePROMIS or connected thereto (collectively, the “Website”).
You and ePROMIS shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
Please read these Terms carefully before using the Website. Your access to the Website is conditioned upon your acceptance of and compliance with these Terms.
1.1 By accessing the Website you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Website, and (ii) refrain from accessing the Website.
1.2 Your continued use of the Website shall be deemed to constitute your acceptance of these Terms.
ePROMIS reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You acknowledge that supplemental terms and conditions, cloud software-as-a-service subscription agreements, order forms, support subscription agreements, end-user license agreements or other policies may also be posted by ePROMIS on the Website from time to time, and are expressly incorporated into these Terms by reference. You shall therefore be solely responsible for checking these Terms periodically, to stay abreast of any changes to the Terms. Your continued access to and use of the Website following the posting of any changes to these Terms shall be subject to the newly modified Terms.
You acknowledge, understand and agree that we have a no refund policy. As such, you acknowledge that no refunds or credit will be issued by ePROMIS to you under any circumstances, including but not limited to the termination of these Terms for whatever reason.
4.1 You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that infringes ePROMIS’ Intellectual Property Rights (defined below) or any third-party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that (a) is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; (b) incites, encourages or threatens immediate physical harm against another, including but not limited to, content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; and (c) contains material that solicits personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.
4.2 When accessing the Website, you shall be prohibited from:
(i) using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website;
(ii) taking any action that imposes an unreasonable or disproportionately large data load on the Website’s infrastructure;
(iii) copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website without ePROMIS’ prior written consent;
(iv) accessing, tampering with, or use non-public areas of the Website, ePROMIS’ computer systems and/or our third-party providers’ technical delivery systems;
(v) probing, scanning, or testing the vulnerability of any of ePROMIS’ system or network or breach or circumvent any of ePROMIS’ security or authentication protocols;
(vi) accessing, searching or attempting to access or search the Website by any means other than through ePROMIS’ currently available/published interfaces that are provided by ePROMIS, unless you have been specifically allowed to do so under a separate agreement with ePROMIS;
(vii) reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website or any tool therein;
(viii) attempting to access any area of the Website to which access is not authorized;
(ix) using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website;
(x) conducting any systematic or automated data collection activities on or in relation to the Website, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without ePROMIS’ prior written consent;
(xi) using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website;
(xii) using the Website to transmit or send unsolicited commercial and marketing communications for any purpose, without ePROMIS’ prior written consent;
(xiii) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation;
(xiv) disrupting ePROMIS’ computer networks/systems or interfering with any user’s access to the Website including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Website;
(xv) uploading, posting, emailing, transmitting, or otherwise offering any content that you personally have no right to pursuant to any law or any contractual or fiduciary relationship between you and a third-party;
(xvi) uploading, posting, emailing, transmitting, or otherwise offering any content that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
(xvii) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users’ ability to participate in any real-time interactions on the Website;
(xviii) intentionally or unintentionally violating any local, state, federal, national or international law, in addition to any rules of any nation or other securities exchange, and any regulations having the force of law;
(xix) impersonating any other individual or entity, providing false or misleading identification, payment or address information, or invading the privacy, or violating the personal or proprietary right, of any individual or entity; and/or
You hereby represent and warrant that your access to the Website:
(i) will be in accordance with these Terms;
(ii) will comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, and data protection);
(iii) will not be for any unlawful purposes;
(iv) will not entail, imply or give rise to the publication of any illegal content;
(v) will not further any illegal activities;
(vi) will not infringe upon or misappropriate any of ePROMIS’ Intellectual Property Rights (defined below) or any third-party’s intellectual property rights;
(vii) will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third-party; and
(viii) will not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.
You also represent and warrant, if you are accessing the Website on behalf of an organization/company, that you have the authority to bind the organization/company to these Terms
6.1 All content, trademarks, logos and names, data, software, information or information contained in any materials, or documents used by ePROMIS in relation to the Website, including, but not limited to, any and all copyrighted works, databases, text, tools, source code, functionality, website designs, audio, videos, text, photographs, graphics, designs, page headers, button icons, scripts, service names, software, technology, algorithms, images, icons, designs, logos, graphics, hyperlinks, domain names, codes, information, templates and agreements (“Materials”), are the sole and exclusive property of or are licensed to ePROMIS. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without ePROMIS’ prior written permission.
6.2 Any and all intellectual property rights in the Materials and Website, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“ePROMIS’ Intellectual Property Right(s)”), vests solely and exclusively in ePROMIS, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by ePROMIS to you are reserved by ePROMIS. Save as expressly set out herein, you shall not acquire any right, title or interest in ePROMIS’ Intellectual Property Rights.
7.1 Unless otherwise provided under these Terms, the Website shall be provided by ePROMIS to you “as is,” and “as available” with all faults, defects, bugs, and errors.
7.2 ePROMIS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE WEBSITE INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.
7.3 ePROMIS AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITE, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE FOR ANY PURPOSE. ePROMIS AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
7.4 YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.
7.5 NEITHER ePROMIS NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION MADE AVAILABLE ON THE WEBSITE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
7.6 ePROMIS MAKES NO WARRANTY THAT (I) YOUR ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (II) ANY DEFECTS ON THE WEBSITE WILL BE CORRECTED, OR (III) THE WEBSITE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
7.7 ANY MATERIAL/INFORMATION DOWNLOADED, CAPTURED, SUBMITTED, CREATED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE ARE ACCESSED BY YOU AT YOUR OWN RISK, AND ePROMIS SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, SHARING, UPDATING, MANAGEMENT, CAPTURING, SUBMISSION OR CREATION BY YOU OF ANY SUCH MATERIAL/INFORMATION.
7.8 YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT ePROMIS AND ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, ANY HYPERLINKED THIRD-PARTY WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. AS SUCH, ePROMIS AND ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS SHALL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDER.
8.1 You agree to indemnify and hold harmless ePROMIS and its subsidiaries, agents, licensors, managers, vendors, suppliers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any liability, demand, damages, cost, losses, or expenses arising from any third-party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Website; (iii) your infringement of ePROMIS’ Intellectual Property Rights; and/or (iv) your violation of any applicable law, rule or regulation. ePROMIS shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of ePROMIS. “Negligence” shall mean gross negligence or intentional misconduct.
8.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.
9.1 ePROMIS, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD-PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO AND USE OF THE WEBSITE, EVEN IF ePROMIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 WHILE ePROMIS TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, ePROMIS AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE.
9.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, ePROMIS’ (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL TIMES BE LIMITED TO 5% OF THE SUBSCRIPTION COST AS PER THE SAAS ORDER FORM SIGNED BETWEEN THE PARTIES. IN THE ABSENCE OF A SAAS ORDER FORM, ePROMIS, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU.
11.1 You acknowledge and agree that ePROMIS may:
(ii) report your actions to law enforcement authorities and/or take legal action against you for any violation of these Terms; or
(iii) monitor the Website in order to (a) protect ePROMIS’ rights, (b) protect third parties’ rights and property, or (c) facilitate the proper functioning of the Website.
11.2 You acknowledge that there are potential risks (e.g. physical harm, etc.) in sharing/communicating information with third parties (e.g. who may be acting under false pretenses). As such, ePROMIS recommends that you carefully select the information you post on the Website and that you share with third parties. We further recommend that you do not publicly post your full name, telephone numbers, street addresses or other personal information that identifies you or allows other third parties to locate you or steal your identity. As such, you shall assume all risks associated with interacting with other users or third parties with whom you come in to contact through the Website.
11.3 ePROMIS reserves the right to take the appropriate legal action against any individual or entity who/which, in ePROMIS’ sole discretion, violates these Terms, including without limitation, by reporting such individual and/or entity to law enforcement authorities.
12.1 The Website may contain links to (i) third-party applications which you may download, install and use with the services ePROMIS makes available to you through the Website, and (ii) third-party websites, partners, service providers, services, or activities. Such links to third-party websites or resources are provided only as a convenience. If you click on such links, you may leave the Website. You acknowledge and agree that ePROMIS shall not be responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. The simple fact that the Website contain links to such third websites or resources does not imply any endorsement by ePROMIS of such third-party websites or resources or of the third-party content, products, or services available on such third-party websites or resources.
12.2 Your communications, interactions or business transactions/dealings with any third-party organizations/companies and/or individuals (including contractors and other users) found on or through the Website, including any such third-party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings (e.g. payment and delivery of goods or services), shall be solely between you and such third-party except as may be otherwise stated herein. You acknowledge and agree that ePROMIS shall not be (i) a party to any such business transactions/dealings you may enter into with such third parties, and (ii) liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings you may have with any third-party or users found through the Website.
You must be at least sixteen (16) years of age to use the services available on the Website. The services are only intended for individuals aged sixteen (16) years or older. ePROMIS reserves its right to request proof of your age, at any time so as to verify your compliance with this Section. Should ePROMIS discover that you have violated any provision under this Section 13, ePROMIS may immediately terminate your use of the services in its sole discretion.
14.1 ePROMIS may suspend or temporarily disable your access to all or part of the Website if (i) ePROMIS suspects you of partaking in any illegal activity; (ii) ePROMIS reasonably believes that you have violated these Terms; or (iii) requested by law enforcement authorities or other government agencies.
14.2 You acknowledge and agree that in order to protect the integrity of the Website, ePROMIS reserves the right at any time, in its sole discretion, to block users, identified with certain internet protocol (“IP”) addresses, from accessing the Website, if ePROMIS determines in its sole discretion that such owners of certain IP addresses pose a threat/risk to ePROMIS.
14.3 WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, ePROMIS RESERVES THE RIGHT TO, IN ePROMIS’ SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY TO YOU, (I) DENY YOU ACCESS TO THE WEBSITE FOR ANY REASON OR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR THE BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS, OR OF ANY APPLICABLE LAW OR REGULATION, AND (II) TERMINATE YOUR ACCESS TO OR USE OF THE WEBSITE AT ANY TIME.
Each Party shall (i) comply with all applicable laws applicable, (ii) keep records evidencing such compliance, (iii) upon the other Party’s reasonable request, provide these records of compliance to the other Party, and (iv) notify the other Party if it became aware of any non-compliance by the other Party in relation to these Terms.
16.1 Should any dispute arise between the Parties as to the meaning or application of these Terms, the rights or liabilities of the Parties or otherwise in relation to these Terms, then (without prejudice to any other express or implied rights or powers) the dispute or claim (“Dispute”) shall be resolved as follows:
(i) A Party must not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under these Terms unless it has complied with this Section 16;
(ii) A Party claiming that a Dispute has arisen under these Terms must give the other Party written notice of the particulars of the Dispute;
(iii) In the event of a Dispute, between the Parties hereto, arising out of the use of the Services or in any way relating to these Terms or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties hereto will use their reasonable best efforts to resolve any Dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to the other Party, and any such Dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to an arbitrator selected by mutual agreement of the Parties. In the event that, within thirty (30) days of the written notice referred to in the preceding sentence, a single arbitrator has not been selected by mutual agreement of the Parties, a panel of arbitrators (with each Party to the Dispute being entitled to select one arbitrator and, if necessary, to prevent the possibility of deadlock, one additional arbitrator being selected by such arbitrators selected by the Parties to the Dispute) shall be selected by the Parties. Except as otherwise provided herein or as the Parties to the Dispute may otherwise agree, such arbitration will be conducted in accordance with the then existing rules of the American Arbitration Association in Houston, Texas, USA. The decision of the arbitrator or arbitrators, or of a majority thereof, as the case may be, made in writing will be final and binding upon the Parties hereto as to the questions submitted, and the Parties will abide by and comply with such decision; provided, however, that the arbitrator or arbitrators, as the case may be, shall not be empowered to award punitive damages. Unless the decision of the arbitrator or arbitrators, as the case may be, provides for a different allocation of costs and expenses determined by the arbitrators to be equitable under the circumstances, the prevailing Party in any arbitration will be entitled to recover all reasonable fees (including but not limited to attorneys’ fees) and expenses incurred by it or them in connection with such arbitration from the non-prevailing Party.
16.2 You acknowledge and agree that if any dispute shall arise between you or any third-party, you shall be solely responsible for the actions and/or steps you take to resolve such dispute. You agree that ePROMIS shall not be liable for any dispute that arises between you and any third-party.
17.1 These Terms, and any Dispute arising out of or in connection with these Terms, its subject matter or its formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the state of Texas (USA). You irrevocably submit to the exclusive jurisdiction of the American Arbitration Association in Houston, Texas, USA to settle any Dispute which may arise out of or in connection with these Terms.
17.2 In no event shall any claim, action or proceeding, in relation to your access to and use of the Website be instituted by you against ePROMIS more than one (1) year after the cause of action arose.
Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND ePROMIS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Parties agree, no arbitrator or judge may consolidate more than one party’s claims or otherwise preside over any form of a representative or class proceeding.
18.1 Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and nothing herein is intended to restrict you from accessing or using any other third-party’s products or services, even if such products or services are similar to the services provided by ePROMIS on the Website.
18.2 Severability. If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.
18.3 No Waiver. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the Party agreeing to the waiver.
18.4 No Third-Party Beneficiaries. These Terms are not intended to and shall not be construed to give any third-party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any term, agreement or provision contained herein or contemplated hereby.
18.5 No Assignment. You shall not assign or otherwise transfer your rights under these Terms, without the prior written consent of ePROMIS. Any attempt to make such an assignment without ePROMIS' consent shall be void. ePROMIS’ consent shall not be unreasonably withheld.
However, these Terms shall be binding upon and inure to the benefit of ePROMIS, its affiliates, or any corporation or other entity to which ePROMIS may (i) transfer all or substantially all its assets and business, and (ii) assign these Terms, in which case references to “ePROMIS" as used herein shall mean such affiliate, corporation or other entity.
18.6 No Agency, Partnership, Employment or Independent Contractor Status. You acknowledge that ePROMIS is merely a service provider. Accordingly, there is no employment, agency, joint venture, partnership or independent contractor relationship between you and ePROMIS.
18.7 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given by you will be effective only if it is in writing and sent by registered mail, courier or via email to [email protected] . Any notices provided to you by ePROMIS shall be sent to the email address each Party may specify from time to time. Notices shall be deemed to be given on the next business day after the email was sent, unless the Party sending such notice is notified that the email address is invalid.
18.8 Entire Agreement. These Terms, including any order form, cloud software-as-a-service subscription agreement, support services agreement, implementation agreement if applicable, and end-user license agreement, represent the entire agreement between the Parties relating to the subject matter hereof.
Should you have any questions concerning these Terms and/or any issues or concerns about the Websites you may contact ePROMIS at [email protected]
Effective Date: November, 2021