TERMS OF SERVICE
a. “Application” means the LogCheck mobile software application.
b. “Content” means all files, data, text, images, and any other information or materials uploaded, transmitted, posted, or submitted (collectively, “Posted”) by or on behalf of you to or through the Service.
c. “Site” means any website under EPI’s control relating to the LogCheck service.
d “Subscription Term” is the period of time the Service is licensed for use by you. The minimum Subscription Term is thirty (30) days.
a. Eligibility. If you wish to use the Service on behalf of a company, entity or organization (each, a “Subscribing Entity”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms and (ii) agree to be bound by these Terms on behalf of such Subscribing Entity.
b. Children. The Service is not intended for children under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. EPI does not seek to gather information from or about children under the age of 13 through the Service.
3. REGISTRATION, YOUR ACCOUNT AND CREDENTIALS
a. Each Subscribing Entity can register by visiting the Site and clicking on the “sign up” button, by contacting an account representative by calling 212-518-7516, or emailing email@example.com. Each Subscribing Entity will designate an administrator for its account (such account, the “Account,” and such administrator, the “Administrator”). Each Administrator may authorize other individuals from the same Subscribing Entity to create an Account associated with such Subscribing Entity and view and/or submit Content to the Subscribing Entity’s Account (such authorized individuals, “Authorized Users”). Administrators and Authorized Users are collectively, “Registered Users,” and Registered Users and non-Registered Users are collectively, “Users.” Registration by either an Administrator or Authorized User requires an email address and password (“Credentials”). Administrators may also provide other information upon registration, such as their name, address, phone number, Subscribing Entity’s billing contact and general information about the Subscribing Entity’s facilities and Authorized Users (including such Authorized Users’ email address and name).
b. You are responsible for all uses of the Service under your Credentials, including use by others to whom you have given your Credentials. You, not EPI, shall be responsible for maintaining and protecting your Credentials and your Content. If your contact information, or other information relating to your Account changes, you must notify EPI promptly and keep your information current. You are solely responsible for any activity using your Account, whether or not you authorized that activity. You should immediately notify EPI of any unauthorized use of your Account or if your email or password has been hacked or stolen. If you discover that someone is using your Account without your consent, or you discover any other breach of security, you agree to notify EPI immediately at firstname.lastname@example.org. EPI reserves the right to suspend or discontinue all or part of the Service at any time without prior notice.
4. LICENSE TO USE
a. License Grant to You. Subject to your compliance with the terms and conditions of these Terms, EPI grants to you a non-exclusive, non-transferable, revocable right to access and use the Service on compatible devices that you own or control.
b. Restrictions. You may not modify, alter, reproduce, or distribute the Application. You may not rent, lease, lend, sell, redistribute or sublicense the Service in any way. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Service, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or the terms of any Third Party Website (as defined below)), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service or any content available through the Service. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted in these Terms, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and loss of access to the Service.
5. CONTENT SUBMITTED BY YOU
a. License Grant to EPI. By Posting Content on or through the Service, you grant EPI a world-wide, non-exclusive, sub-licensable, royalty-free, transferable license to use, modify, remove, publish, transmit, or display (collectively, “Use”) your Content to the Authorized Users associated with your Account in order to facilitate the display of your Content. You also grant us a right to aggregate your Content with other content submitted by Users and Use such aggregated content.
b. Your Representations and Warranties Regarding Content. You represent and warrant that (a) you are the owner, licensee, or authorized user of all Content; and (b) you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or EPI, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; (vii) the Posting of your Content on the Service does not result in a breach of contract between you and a third party; or (viii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).
c. EPI does not verify, endorse, or claim ownership of any Content, and you retain all right, title, and interest in and to the Content. EPI claims no ownership or control over your Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of your Content that you post on or through the Service. You are responsible for protecting those rights. You are solely responsible for securing the rights to any and all Content you Post to or through the Service. If your Content contains the image of any person, then you further grant EPI a royalty-free license to Use your name, image, voice, and likeness (and that of any person identifiable in any Content Posted by you to the Service) made available by or on your behalf through the Service in conjunction with the rights you grant in Section 5(a) above.
d. Content Monitoring. EPI has the right, but not the obligation, to review Content for compliance with these Terms, but you acknowledge that EPI has no obligation to monitor any information on the Service. EPI does not generally monitor user activity occurring in connection with the Service and while EPI disclaims any responsibility to do so, it reserves the right to (i) screen, by mechanical means or otherwise, for objectionable information transmitted or shared by Users on the Service, (ii) monitor the Content and, if considered objectionable in EPI’s sole discretion, to remove Content and/or remove any portion of the Service personalized by you, from the Service at any time without notice. If EPI becomes aware of any possible violations by you of Sections 5.b and 8, or any other provision of these Terms, EPI reserves the right to investigate such violations, and EPI may, at its sole discretion, terminate your use of the Service or change, alter or remove Content, in whole or in part, without prior notice to you.
6. PAYMENT AND FEES; SUBSCRIPTION TERMS
a. Subscription Payment. In consideration for the use of the Service, you agree to pay the subscription fee (the “Fee”) stated on each invoice provided to you by EPI. Each invoice will contain the applicable payment terms for your subscription.
b. Content Limits. Your Fee will vary depending on how much data you store on the Service in each month. For invoices that include monthly limits on the amount of Content uploaded to the Service (the “Content Limit”), EPI will notify you via email when you approach 80% of your monthly Content Limit and notify you again when you have passed 100% of your monthly Content Limit. EPI reserves the right (but not the obligation) to terminate your access to the Service if you exceed the Content Limit after receiving the notices from EPI described in this Section. EPI will use commercially reasonable efforts to provide you with a grace period of a maximum of 90 days following your surpassing of the Content Limit (the “Grace Period”). Following the Grace Period, EPI may invoice you for a higher Fee on a going-forward basis to reflect your actual use of the Service.
c. Renewal. You acknowledge that any and all paid Subscription Terms will automatically renew at their expiration, unless you provide us with notice via email to email@example.com 30 days’ prior to the end of your Subscription Term. In anticipation of a renewal term, EPI will send you an invoice via e-mail that will reflect the current cost for the Service (which, for the avoidance of doubt, may be higher than the Fee paid in the prior Subscription Term). EPI reserves the right to increase pricing in a renewal term. The Subscription Term will renew at the same duration listed in the most recent invoice to you.
7. THIRD PARTY MATERIALS; EPI CONTENT
a. You understand that by using the Service, you may encounter data, information, applications, materials and other content from third parties, including other users (collectively, “Third Party Materials”), and data, information, applications, materials and other content from EPI (collectively, “EPI Content” and, together with Third Party Materials, but excluding your Content, “Service Content”), that may be offensive, indecent, or objectionable. You use the Service, and rely upon any Service Content accessible through the Service, at your sole risk. EPI will not have any liability to you for any Service Content that may be found to be offensive, indecent, or that is inaccurate, incomplete, untimely, invalid, illegal, indecent, of poor quality or otherwise objectionable.
b. In addition, Third Party Websites and Service Content that may be accessed from, displayed on, or linked to your device are not available in all languages or in all countries. EPI makes no representation that the Service, any Third Party Websites, and Service Content are appropriate or available for use in any particular location. To the extent you choose to access such services or materials, you do so at your own initiative and are responsible for compliance with any and all applicable laws.
c. Restrictions. You acknowledge that EPI owns all right, title, and interest in the Service any other EPI software, and all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names related to the Service. Except as expressly stated herein, these Terms do not grant you any intellectual property rights in the Service and all rights not expressly granted are reserved by EPI.
8. YOUR USE OF THE SERVICE AND SERVICE CONTENT. Your right to use the Service is a privilege, not a right, and is expressly conditioned on the following:
a. You may access the Service solely as intended through the provided functionality of the Service and as permitted under these Terms.
b. You agree not to copy, reproduce, distribute, publish, display, perform, transmit, stream, or broadcast any part of the Service without EPI’s prior written authorization, including, by way of example and not limitation, by doing or engaging in any of the following without EPI’s express written consent:
i. altering, defacing, mutilating or otherwise bypassing any approved software through which the Service is made available; and
ii. using any trademarks, service marks, design marks, logos, photographs or other content belonging to EPI or obtained from the Service.
c. You agree not to undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking of any aspect of the Service, including any Service Content available on or through the Service, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the authorized features of the Service, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by EPI.
d. You agree not to use, display, mirror, frame or utilize framing techniques to enclose the Service, including any Service Content available on or through the Service, or any portion thereof, through any other application or website, unless and solely to the extent EPI makes available the means for embedding any part of the Service or Service Content.
e. You agree not to access, tamper with, or use non-public areas of the Service, EPI’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of EPI’s providers.
f. You agree not to harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including EPI employees and other Users.
g. You agree not to provide any false personal information to EPI or any other User, or create a false identify or impersonate another person or entity in any way.
h. You agree not to create a new Account, without EPI’s express written consent, if EPI has previously disabled an Account of yours.
i. You agree not to solicit, or attempt to solicit, personal information from other Users.
j. You agree not to restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about Users.
k. You agree not to use the Service, without EPI’s express written consent, to communicate or facilitate any commercial advertisement or solicitation, except as expressly permitted in these Terms.
l. You agree not to gain unauthorized access to the Service, to other Users’ Accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service.
m. You agree not to Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service.
n. You agree not to interfere with or disrupt the Service, or networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers.
o. You agree not to violate any applicable federal, state or local laws or regulations or these Terms.
p. You agree not to assist or permit any persons in engaging in any of the activities described above.
A breach of these restrictions may subject you to prosecution and damages, as well as liability for infringement of intellectual property rights.
9. FEEDBACK. We appreciate hearing from our Users and welcome your comments regarding the Service. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“Creative Ideas”), we will:
a. own, exclusively, all now known or later discovered rights to the Creative Ideas;
b. not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Creative Ideas; and
c. be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
a. Termination by EPI. EPI may terminate or suspend your use of the Service or any features or functionalities of the Service at any time and for any reason, with or without notice, for conduct violating these terms or upon EPI’s sole determination. You agree that if your use of the Service is terminated pursuant to these Terms, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefor. Upon EPI’s termination of your use of the Service, EPI may delete any of your Content available on or through the Service and terminate your access to your Content if those materials remain on the Service, without any liability to you.
b. Termination by You. You may terminate your use of the Service at any time for any reason by providing notice to EPI; provided, however, that if you terminate prior to the end of your Subscription Term, you will not receive any refunds and you will remain liable for the balance of the Fees due during such Subscription Term. Additionally, if you do not log in to your Account for 12 or more months, EPI may deem your Account “inactive” and permanently delete your Account and all Content associated with it.
c. Effect of Termination. Once your Account is terminated, EPI may remove your Content from the Service although copies of your Content may remain stored on back-up storage media maintained by EPI.
11. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION
a. Changes to the Service. We may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any feature, without notice or liability.
b. Accuracy of Content. EPI is not responsible for the accuracy, completeness, appropriateness, or legality of any content (including your Content), files, User posts, or any other information you may be able to access using the Service. Ultimately it is your responsibility to check that your Content as displayed on the Service is an accurate rendering of your Content as originally uploaded. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service. Use the Service at your own risk.
c. Third-Party Websites. The Service may include links to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, “Third Party Websites”). You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
d. We make no promises and disclaim all liability of specific results from the use of the Service.
e. DISCLAIMER. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. EPI SHALL NOT BE RESPONSIBLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA OR CONTENT, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE. TO THE FULL EXTENT PERMITTED BY LAW, EPI, ITS AFFILIATES, OFFICERS, CONTRACTORS, PARTNERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS (THE “RELEASED PARTIES”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE RELEASED PARTIES DO NOT WARRANT OR REPRESENT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, (C) THE RESULTS YOU OBTAIN FROM THE USE OF THE SERVICE WILL BE RELIABLE, (D) THE QUALITY OF ANY GOODS, DATA, OR SERVICE AVAILABLE ON THE SERVICE WILL MEET YOUR EXPECTATIONS, (E) ANY ERRORS ON THE SERVICE WILL BE CORRECTED OR (F) THAT EPI’S SERVERS OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT EPI’S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO PERSONAL INFORMATION BY THIRD PARTIES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICE ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.
f. LIMITATION ON LIABILITY. THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICE OR ACCESS CONTENT, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTIONS, OR THE LIKE) (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF (A) THE USE OF, OR INABILITY TO USE THE SERVICE, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICE, (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (D) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICE, (E) YOUR RELIANCE ON CONTENT OR DATA MADE AVAILABLE BY US, OR (F) ANY OTHER MATERIAL RELATING TO THE SERVICE.
g. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF SERVICE MATERIALS, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF THE FEES YOU HAVE PAID TO EPI AND USD $100.
h. Your use of the Service may entail third-party costs (such as phone and data connection charges or data plan costs). EPI disclaims any and all liability for such charges and costs.
i. Indemnification. You agree to indemnify and hold EPI harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to or arising from Content, any third party content, or Service Content, or your use of the Service, including any breach of these Terms.
j. Third Party Disputes. EPI IS NOT AFFILIATED WITH ANY SERVICE PROVIDER, OR THIRD PARTY WEBSITE, AND ANY DISPUTE YOU HAVE WITH ANY SERVICE PROVIDER, THIRD PARTY WEBSITE OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
12. THIRD PARTY SOFTWARE. The software you download consists of a package of components, including certain third party software (“Third Party Software” and together with the App, the “Package”) provided under separate license terms (the “Third Party Terms”), as described in more detail in the Application. Your use of the Third Party Software in conjunction with the Application in a manner consistent with the terms of these Terms is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in these Terms is intended to impose further restrictions on your use of the Third Party Software.
14. DISPUTE RESOLUTION.
a. These Terms and the relationship between you and EPI will be governed by the laws of the State of New York without regard to its conflict of law provisions. You and EPI agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, will be conducted in New York County in the State of New York. You covenant not to sue EPI in any other forum.
b. You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or these Terms:
i. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
ii. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
iii. YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
a. Communications from EPI. EPI may send to you service-related emails regarding the functionality or delivery of the Service.
b. Survival. Sections 1, 2, 3.b, 4.b, 5, 7, 8, 9, 10.c, 11, 12, 13, 14, and 15 will survive termination or expiration of these Terms.
Contacting EPI: You can contact EPI, Inc. by e-mail at firstname.lastname@example.org, or by U.S. Post at 28 West 27th Street, Suite 901, New York, New York, 10001.
NOTICE REGARDING APPLE. You acknowledge that these Terms are between you and EPI only, not with Apple, and Apple is not responsible for the Application or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. In the event of any failure of the Application to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Application. Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Application. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If EPI provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.