By using, accessing, or otherwise viewing the eComply website, You (“You” or “Your”) hereby understand and agree to the Terms of Use in this document (“Terms”), as follows:
1.
DESCRIPTION
OF SERVICE AND ACCEPTANCE OF TERMS
eComply, through its online compliance platform and website (referred to collectively as “eComply”, “We”, “Us”, or “Our”) provides an online content and learning service offering a selection of videos, tests, inspection checklists, and other content (collectively, the “Content”). The Content, and any other features, tools, applications, materials, or other services offered from time to time by eComply in connection with its business, however accessed, are referred to collectively as the “eComply Services” or “Services.”
The Content and eComply Services become available the date on which You begin Your subscription with eComply by providing eComply with Your payment method information, as defined below (“Subscription”). In order to access the Content and eComply Services You must register with eComply so You or We may create Your user account (“eComply Account”) for permissible viewing on or through the following (collectively, the “Properties”):
· The eComply Website (the “eComply Site”); and
· eComply’s affiliate and distributor websites
Use of the eComply Services (including access to the Content) on the Properties is subject to compliance with these Terms and any other end user license agreement and any additional terms of use that might accompany an eComply application, feature or Service, or Subscription.
To access and enjoy the eComply Services, You must agree to, and follow, the terms and conditions set forth in these Terms, and pay the Subscription Fee. By visiting the eComply Site or using any of the eComply Services (including accessing any Content), You are agreeing to these Terms. Please take a moment to carefully read through these Terms. If You have any questions or comments about these Terms, please contact Us at 512-269-0108.
2.
CHANGES
TO THE TERMS BY eComply
eComply may amend these Terms at any time
by posting the amended terms on the eComply Site. We will not otherwise
directly notify You of any amendments. If You disagree with any amended Terms,
Your only recourse is to cancel Your Subscription with eComply by contacting
Customer support at
512-269-0108.
3.
ACCESS
AND USE OF THE eCOMPLY SERVICES
Age Limitations.
You must be at least 18 years of age to subscribe to or register with eComply or to use any feature or other part of eComply Services.
Your License.
eComply is pleased to grant You a non-exclusive limited license to use the eComply Services on the Properties.
The Content.
You may access and view the Content only in compliance with these Terms. You may not directly or indirectly through the use of any device, software, internet site, web-based service, or other means:
· Remove, alter, bypass, avoid, interface with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content; or
· Copy, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the Content without prior written approval of eComply.
You may not incorporate the Content into, or stream or retransmit the Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by eComply in writing. Furthermore, You may not create, recreate, distribute, or advertise an index of any portion of the Content unless authorized by eComply. You may not build a business utilizing the Content, whether or not for profit. The Content covered by these restrictions include without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, You are strictly prohibited from creating derivative works or materials that otherwise are derived from or based in any way on the Content, including montages, mash-ups and similar videos, wallpaper, desktop themes, and merchandise, without the prior written approval of eComply. This prohibition applies even if You intend to give away the derivative materials free of charge.
Ownership.
You agree that eComply owns and retains all rights to the eComply Services. You further agree that the Content You access and view as part of the eComply Services is owned or controlled by eComply and /or eComply’s licensors and/or affiliates. The eComply Services and the Content is protected by applicable copyright, trademark, and other intellectual property laws.
Your Responsibilities.
You and other users must use the eComply Services for lawful, educational, compliance, and other appropriate purposes only. Your commitment to this principle is critical. You agree to observe the eComply Services, Content, and embedding restrictions detailed above, and further agree that You will not access the eComply Site or use the eComply Services in a way that:
· violates the rights of others (including, without limitation, patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights);
· violates any applicable federal, state or local laws or regulations;
· uses technology or other means to access, index, frame, or link to the eComply Services (including the Content) that is not authorized by eComply (including by 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 eComply Services);
· involves accessing the eComply Services (including the Content) through any automated means, including “robots”, “spiders”, or “offline readers” (that is, other than by individually performed searches on publicly available search indices – but not caches or archives – of the eComply Services and excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content);
· introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment;
· damages, disables, overburdens, impairs, or gains unauthorized access to the eComply Services, including eComply servers, computer network, or user accounts;
· removes, modifies, disables, blocks, obscures, or otherwise impairs any advertising in connection with the eComply Services;
· uses the eComply Services to advertise or promote Services that are not expressly approved in advance in writing by eComply;
· collects personally identifiable information in violation of eComply’s Privacy Policy;
· encourages conduct that would constitute a criminal offense or give rise to civil liability;
· violates these Terms or any guidelines or policies posted by eComply;
· interferes with any other party’s use and enjoyment of the eComply Services; or
· attempts to do an of the foregoing.
If eComply determines in its sole discretion that You are violating any of these Terms, We may (a) notify You, (b) use technical measures to block or restrict Your access or use of the eComply Services, and/or (c) terminate Your eComply Account immediately. In the event of any of the foregoing circumstances, You agree to immediately stop accessing or using in any way (or attempting to access or use) the eComply Services, and You agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use.
No Spam/Unsolicited Communications.
You may not use the eComply Services to harvest information about users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications. You understand that We may take any technical remedies to prevent spam or unsolicited bulk or other communications from entering, utilizing, or remaining within Our computer or communications networks. If You post or otherwise send spam, advertising, or other unsolicited communications of any kind through the eComply Services, You acknowledge that You will have caused substantial harm to eComply and that You will be fully liable to eComply and other parties to the full extent of the law.
Downloads.
In order to participate in certain eComply Services or access certain Content, You may be notified that it is necessary to download software or other materials or agree to additional terms and conditions. Unless otherwise provided by these additional terms and conditions, they are hereby incorporated into these Terms.
Suspension/Discontinuation.
We may at any time and at Our sole discretion change, suspend, or discontinue – temporarily or permanently – some or all of the eComply Services (including the Content), with respect to any or all users, at any time without notice. You acknowledge that eComply may do so at eComply’s sole discretion. You also agree that eComply will not be liable to You for any modification, suspension, or discontinuance of the eComply Services.
Internet Access Charges.
You are responsible for any costs You incur to access the Internet.
Customer Support.
If We can be of help to You, please do not hesitate to contact Customer Support at 512-269-0108.
4.
SUBSCRIPTIONS
AND BILLING
You agree that Your eComply Account is only for use by authorized individuals in Your company and only during the term of Your Subscription. Additionally, You agree that for various reasons, such as restrictions from content licensors and other limitations or considerations from third parties, certain Content may not be accessible through certain Properties.
Because the eComply Services are offered in multiple time zones, for consistency, a “day” for purposes of these Terms begins at 12:00:00 a.m. Central Time and ends at 11:59:59 p.m. Central Time of that same calendar day.
Billing.
By commencing Your Subscription, You are expressly agreeing that We are authorized to charge You the annual or monthly Subscription fee, setup fee, as well as any other fees for additional Services You may purchase, as well as any applicable taxes in connection with Your use of the eComply Services. Billing may occur online or via invoice.
Billing
to Credit Card
If the purchase is made online through the eComply Site, the charge may be applied to a credit card or other payment method accepted by eComply and provided by You. You may update Your payment method by contacting Us at 512-269-0108 or on the eComply Site if online payment is available. If Your payment method expires and You do not update Your payment method Your Subscription will be cancelled.
Billing
by Invoice
If the purchase is made outside of the eComply Site, You agree that We can invoice You and You will pay within 15 calendar days of the invoice date using a payment method accepted by eComply, such as check. Just before the renewal date of Your Subscription We will invoice You again and You agree to promptly pay that invoice.
Paying Annually or Monthly
If You choose to pay the Subscription Fee monthly, We must have a credit card from You on file and We will bill that payment method on the first day of each month.
If You choose to pay the Subscription Fee annually, You agree that We can invoice You on the first of the month preceding the expiration of Your Subscription.
Price Changes
You understand and agree that the amount billed each month or year may vary due to changes in applicable taxes or the purchase of additional Services not included in Your Subscription or because of a change in the Subscription cost, and You authorize Us to charge Your payment method or to invoice You and You agree to pay the invoice sent to You for the corresponding amounts if You do not cancel Your eComply Subscription in accordance with these Terms.
If the Subscription price changes We will notify You, but We cannot notify You of changes in applicable taxes. Your only recourse if You disagree with these changes is to cancel Your Subscription in accordance with these Terms.
Refunds
The Subscription Fee, as well as all additional fees and charges are nonrefundable except in connection with the cancellation of Your Subscription in accordance with these Terms.
If eComply terminates Your eComply Account or suspends or discontinues Your access to eComply Services due to Your violation of these Terms, then You will not be eligible for any credit, refund, discount, or other consideration.
Set up fee.
For customers who
choose to subscribe monthly, there is a non-refundable setup fee equal to 3
months of payment.
If paying annually there is no fee but there is a minimum commitment of 3 months and any refunds due to cancellation will be based on the remaining term of the subscription, excluding the 3 months minimum.
Adding/Removing
Employees
We do not provide
a refund for purchased but unused Seats/Licenses [A license grants a single
person the right to access eComply Services; Companies buy one license per
user]. For example, if You purchase 50 seats
and two of Your employees resign, We will not rebate You the cost of the two
seats. You may use them for other employees as long as You never actively use
more seats/licenses than You have purchased.
If You chose to
purchase additional seats/licenses after Your original purchase, the cost of
those licenses will be at the current rate per Our current pricing model. For
instance, if You originally purchase 25 user licenses and We charge You, as an
example, a certain per user rate, but later You purchase five additional users,
moving You into a new rate category, then the five new licenses will be sold at
the price point noted in the new category, prorated through the term of Your
Subscription.
Ongoing
Subscription and Cancellation.
Your Subscription will continue in effect on a month-to-month or year-to-year basis unless and until You cancel Your Subscription to eComply Services or until the eComply Services are otherwise suspended or discontinued pursuant to these Terms. If You have chosen to pay the Subscription Fee on a monthly basis, You must cancel Your Subscription before it renews each month in order to avoid being billed for the next month. We will bill the monthly Subscription Fee plus any applicable taxes and fees for additional Services to the payment method You provide Us. If You have chosen to pay the Subscription Fee annually, You will receive a pro-rated refund if You cancel Your Subscription during the year for which You paid, with the understanding that there is a three (3) month minimum commitment and that amount of the service fee will not be included in any pro-rated refund. You can cancel Your Subscription by contacting Customer Support at 512-269-0108.
Unpaid
Amounts.
You agree to honor the payment obligations to which You agreed. Accordingly, We reserve the right to pursue any amounts You fail to pay in connection with the Services You purchase. You will remain liable to eComply for all such amounts and all costs We incur in connection with the collection of these amounts, including, without limitation, collection agency fees, reasonable attorney’s fees, and court costs.
5.
ACCOUNTS
AND REGISTRATION
All information You submit in order to register and activate Your eComply Account must be accurate and kept updated. Please keep Your password confidential. You are responsible for all use on Your eComply Account, including unauthorized use by any third party, so please be very careful to guard the security of Your password. Please notify Us if You know of, or suspect any unauthorized use of Your eComply Account. Please notify Us if Your information changes, in case We need to contact You.
6.
TERMINATION
We reserve the right at Our sole discretion to immediately terminate or restrict Your eComply Account or Your use of the eComply Services or access to Content at any time, without notice or liability, if eComply determines in its sole discretion that You have breached these Terms, 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 Subscription, eComply Account, or Your use of the eComply Services or access to Content, if such use places an undue burden on Our networks or servers. You agree that We may use technology to limit activities, such as the number of calls to the ALC server being made or the volume of user materials being posted, and You agree to respect these limitations and not take any steps to circumvent, avoid, or bypass them.
If eComply terminates Your eComply Account or suspends or discontinues Your access to eComply Services due to Your violation of these Terms, then You will not be eligible for any credit, refund, discount, or other consideration.
7.
COLLECTION
AND USE OF PERSONAL INFORMATION
For information about eComply’s policies and practices regarding the collection and use of Your personally identifiable information, please read eComply’s Privacy Policy linked from the bottom of the eComply Site. The Privacy Policy is incorporated by reference and made part of these Terms. Thus, by agreeing to these Terms, You agree that Your presence on the eComply Site and use of Your eComply Account, the eComply Services, and any of the Properties are governed by the eComply Privacy Policy in effect at the time of Your use.
8.
LINKED
DESTINATIONS AND ADVERTISING
Third Party Destinations.
If We provide links or pointers to other websites or destinations, You should not infer or assume that eComply operates, controls, or is otherwise connected with these other websites or destinations. When You click on a link within the eComply Services, We will not warn You that You have left the eComply Services and are subject to the terms and conditions (including privacy policies) of another website or destination. In some cases, it may be less obvious than others that You have left the eComply Services and reached another website or destination.
Please be careful to read the terms and privacy policy of any other website or destination before You provide any confidential information or engage in any transactions. You should rely on these Terms to govern Your use of another website or destination. eComply is not responsible for the Content, practices of any website or destination other than the eComply Site, even if it links to the eComply Site and even if the website or destination is operated by a company affiliated or otherwise connected with eComply. By using the eComply Services You acknowledge and agree that eComply is not responsible or liable to You for any Content or other materials hosted and served from any website or destination other than the eComply Site.
Advertisements.
eComply takes no responsibility for advertisements or any third party material Posted on any of the Properties, nor does it take any responsibility for the products or services provided by advertisers. Any dealings You have with advertisers found while using the eComply Services are between You and the advertiser, and You agree that eComply is not liable for any loss or claim that You have against an advertiser.
9.
TRADEMARKS
eComply, the eComply Logo, www.eComply.net, and other eComply marks, graphics, logos, scripts, and sounds are trademarks of eComply and/or eComply LLC. None of the eComply trademarks may be copied, downloaded, or otherwise exploited without the prior written permission of eComply.
10.
DISCLAIMER
OF WARRANTIES, LIMITATION OF LIABILITY, INDEMNITY, CLASS ACTION WAIVER
While We make reasonable efforts to provide the acceptable performance of the eComply Services, You agree that use of the eComply Services is at Your own risk. The eComply Services, including the eComply Site and other Properties, the Content, the Video Player, User Material, and any other materials contained on or provided through the Properties, are provided “As Is” and, to the fullest extent permitted by law, are provided without warranties of any kind, either express or implied. Without limiting any of the foregoing, eComply does not make any warranties of fitness for a particular purpose, title, merchantability, completeness, availability, security, compatibility, or noninfringement, or that the eComply Services will be uninterrupted, free of viruses, and other harmful components, accurate, error free, or reliable.
In no event shall eComply or its affiliates, successors, and assigns, and/or each of their respective investors, directors, officers, employees, agents, attorneys, suppliers, insurers, distributors and content licensors (collectively, the “eComply Parties”), be liable for any direct, indirect, punitive, incidental, special, consequential, or other damages, including loss of profits, arising out of or in any way related to the use, advertising or termination of Services (including any information, products, or Services advertised in, obtained on, or provide through the eComply Site or the Properties), whether under common law or statute, or whether based in contract, tort, strict liability, deceptive or unfair trade practices, misrepresentation, false advertising or other theory, even if the eComply Parties have been advised of the possibility of damages. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to You, some or all of the above disclaimers, exclusions, or limitations may not apply to You. IN NO EVENT SHAL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTUION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE PRIOR TWELVE (12) MONTHS OR $50, WHICHEVER IS LESS.
You agree to defend, indemnify, and hold harmless the eComply Parties from and against any and all liabilities, claims, damages, expenses (including reasonable attorney’s fees and costs), and other losses arising out of or in any way related to Your breach of these Terms, user material posted by You or Your use of the eComply Services (including Your use of the Content).
11.
GENERAL
INFORMATION
International
Use.
You agree that using technologies to access the Content from territories where eComply does not have rights or does not offer Services is prohibited.
Export Controls.
Software and the transmission of applicable
technical data, if any, in connection with the eComply Services are subject to
export controls. You agree to comply with all applicable laws regarding
software and the transmission of technical data exported from the
Choice of Law and Forum.
These Terms are governed by, and construed
in accordance with, the laws of the State of
No
Waiver/Reliance.
You may not rely on eComply’s precise response with respect to one party or situation as any indication of what eComply might do with respect to another party or another situation, even if the parties or situations appear to You to be similar. Similarly, if We fail to act in response to a violation of these Terms, You should not assume that We do not object to the violation or even that We are aware of it. In addition, You may not construe a waiver of any provision of these Terms with respect to any party as a waiver of that provision (or any other provision) with respect to either that party or any other party. Further, eComply’s decision to delay exercising or enforcing any right or remedy under these Terms shall not constitute a waiver of such right or remedy. Even if eComply acts in a way that appears to You to be inconsistent with the Terms, eComply’s action shall not be deemed a waiver or constructive amendment of these Terms.
Integration,
Amendment, and Severability.
Please note that these Terms, including eComply’s Privacy Policy, which is incorporated in these Terms, and any end user license agreement that might accompany eComply’s authorized application, features, and applications, constitute the entire legal agreement between You and eComply and govern Your use of eComply Services (including Your use of the Content) (but excludes any Services, if any, that eComply may provide to You under a separate signed written agreement), and completely replaces any prior agreements between You and eComply in relation to the eComply Services. Except as set forth in Section 2 above, these Terms may not be amended without a writing directed to the amendment signed by eComply. These Terms operate to the fullest extent permissible by law. If any provision of these Terms is held to be unlawful, void, or unenforceable, You and We agree that the provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions.