EPS COMMERCE TERMS AND CONDITIONS
Date of Last Revision: December 1, 2023
These Commerce Terms and Conditions ("Terms") govern how EPS Operations, LLC (“EPS,” “we,” “us,” “our”) provides our services to you through our websites that link to these Terms and through our related services and commerce channels (collectively referred to herein as the “Services”). If you do not understand or agree to these Terms, please do not use the Services.
The terms “you” and “your” refer to the individual or entity that uses the Services. If you access the Services as an employee or agent, you: (i) represent and warrant that you have the authority to bind your employer or principal, (ii) acknowledge that you are extending all consents and authorizations on behalf of your employer or principal, and (iii) represent and warrant that your acceptance of the Terms will be deemed an acceptance by your employer or principal, and “you” and “your” herein shall refer to that employer or principal, its directors, officers, employees, and agents. If you access the Services as an employer or principal, you authorize your employee or agent to extend on your behalf the permanent consents and authorizations described above, and you acknowledge that your permanent consent and authorization will bind all of your employees and agents.
PLEASE READ THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, depending on the nature of the change, we will post the changes on the Services and indicate at the top of the relevant page the date these terms were last revised and/or notify you, either through the Services' user interface, in an email notification or through other reasonable means, as required by applicable law. Except where otherwise prohibited by applicable law, your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms. EPS encourages you to periodically review these Terms to stay informed on our updates.
1. Access and Use of the Service
1.1 Your Access:
Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your own personal, non-commercial use. We reserve the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that we believe violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion. If you breach any of the provisions of these Terms, all rights granted to you by us pursuant to these Terms will terminate automatically.
1.2 Account Registration:
You may be required to register for the Services in order to access and use certain features of the Services. If you choose to register, you agree to provide and maintain true, accurate, current, and complete information about yourself. You are solely responsible for safeguarding access to your account (including any credentials) and you agree that you are fully responsible for all activities that occur under your account. You must immediately notify us of any suspected unauthorized activity pertaining to your account, including unauthorized use of your credentials.
If you are under 18 years of age, you are not authorized to use the Service, with or without registering.
If you register an account on behalf of an organization (including a school or district), we may require verification of your registration before you are permitted to utilize your account. The verification of a given account holder by an organization (or a representative thereof) shall make the organization fully responsible for all activities that occur under the verified account, including all purchases.
If you register an account that is not affiliated with an organization, you may not have access to all Items (defined below) offered through the Services.
Unless otherwise explicitly permitted by EPS, you may only possess one account. You may not authorize third parties to use your account. You may not assign or otherwise transfer your account to any other person or entity. You agree that the sole and specific purpose of registering an account is to make use of the Services.
1.3 Modifications to the Services:
EPS reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that EPS will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
2. Conditions of Use
2.1 Use of the Services:
You agree to not use the Services in any manner which could damage, disable, overburden, or impair the Services. By using the Services, you agree not to engage in any activity that, in our sole discretion:
- Is illegal, or violates any federal, state, or local law or regulation;
- Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
- Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, pornographic, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
- Interferes with any other party’s use and enjoyment of the Services;
- Attempts to impersonate another person or entity;
- Transmits or attempts to transmit any communications to EPS outside of communications channels designated by EPS;
- Displays to others, mirrors or frames the Services, or any individual element within the Services;
- Falsely states, misrepresents, or conceals your affiliation with another person or entity;
- Permits third parties to observe your logging into the Services or to collect information about the login process;
- Accesses or uses the account of another user without permission;
- Access the Services if we request or have requested that you refrain from such access;
- Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
- Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Services, or the servers or networks connected to the Services;
- Sends any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else, including by probing, scanning or testing the vulnerability of the Services or any third-party services accessible through the Services;
- Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
- Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Services, except as expressly permitted in these Terms or as required by law;
- Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Services;
- Uses automated or manual means to violate the restrictions of the Services, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
- Modifies, copies, photographs, projects, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Services, except as specifically authorized;
- Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms; or
- Attempts to do any of the foregoing.
2.2 Monitoring Use:
You agree that EPS may monitor and log your use of the Services, including frequency, duration, login from IP address, and information about your devices and operating system to detect abuses of its Services, and to detect and prevent fraud and unauthorized access.
2.3 Account Management:
You may not use another's account, and you may not provide another person with the username and password to your account. It is your responsibility to ensure that your password remains confidential and secure. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to immediately notify EPS of any unauthorized use of your password or account or any other breach of security. EPS will not be liable for any loss or damage arising from your failure to comply with this Section 2.
2.4 Linked Organizational Accounts:
Organizations may register create accounts that their members can link to. If you are an organization interested in setting up an account for your members to be connected to, contact us at the information below. You may be notified each time a user attempts to link to your organization and you are responsible for verifying your relationship with each user. Once a relationship with a user is verified, the organization will be responsible for the actions of the user on the Services, including for the purchases of Items (as defined below).
You may be permitted to create an account in connection with an organization of which you are a member. You represent before creating a linked account, you have the necessary permission from the connected organization to create the account. You agree that EPS may take actions to confirm your identity and verify your relationship with the connected organization, including by disclosing your information with the connected organization. In addition, once the relationship has been verified, actions you take on the Service, including purchases you make, may be disclosed to the connected organization. EPS reserves the right, in its sole discretion, to terminate or temporarily suspend a linked account.
3.1. Accuracy and Endorsement:
The Services may contain products, prices, descriptions, and images of goods (collectively, "Items" or each a “Item”). EPS makes no representations as to the completeness, reliability, accuracy or timeliness of Items. We reserve the right to correct any errors, inaccuracies, or omissions, change or update information on the Services, and cancel any orders if any information in the order is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Services including without limitation pricing information except as required by law.
The listing of an Item on the Services does not necessarily imply our endorsement of such Item or an affiliation with the manufacturer or provider of such Item. These Terms do not cover any purchases made from, or other interactions with other sites or services.
3.2. Availability and Access:
The availability and pricing of Items identified on our Services are subject to change and Items listed on the Services may no longer be available. EPS reserves the right, including without prior notice to you, to limit the available quantity of or discontinue making available any Item. EPS reserves the right to cancel any order even after it has been placed online through the Services and to refuse to provide any user with any Items. Certain Items may only be available to you based on how you are registered to use the Services. For example, certain Items may only be available to you if you are registered with an organizational account. Your payment options may also vary based on how you are registered to use the Services.
It is your responsibility to purchase and use Items in compliance with all applicable local, state, federal and foreign laws (including minimum age requirements). You represent that the applicable Items will be used only in a lawful manner in accordance with any instructions provided and you agree that you will not resell any Items or services obtained through EPS, unless we have provided our express prior written consent for you to do so.
You agree to take full responsibility for the selection and use of any Items you purchase on behalf of yourself or others including the determination of whether such Items are appropriate for the recipient, and except as provided herein, EPS shall not be liable to you or the recipient for any damages in connection with the use of any Items.
Prices are subject to change without notice. Pricing errors may occur on the Services. We reserve the right to cancel any orders containing pricing errors, with no further obligations to you, even after your receipt of an Order Confirmation (defined below) or shipping notice from us. We may, in our discretion, either contact you for instructions or cancel your order and notify you of such cancellation. Pricing for Items may differ from pricing for products sold in stores or on other services.
Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total amount due and will be itemized and displayed when Items are placed in your shopping cart and in your Order Confirmation (defined below). In the event that taxes are being included and you believe your account to be tax exempt, you should send a copy of your valid tax exemption certificate to email@example.com prior to ordering.
You agree that your order is an offer to buy, under these Terms, all Items listed in your order. We will not be obligated to sell the Items unless and until we accept your order. We may choose not to accept any orders in our sole discretion, in which case you will not be sold such Items and these Terms may not apply. After receiving your order, we will send you a confirmation email with your order number and details of the Items you have ordered, which serves as our acceptance of your order (“Order Confirmation”). Acceptance of your order and the formation of the contract of sale between EPS and you will not take place unless and until you have received your Order Confirmation. The price charged for an Item will be the price posted on our Services at the time the order is placed and will be set out in your Order Confirmation.
To place an order through the Services, you must provide valid payment card and billing information or be authorized to make the purchase via invoice or purchase order billing. By purchasing items through the Services, you represent and warrant that you are capable of entering into a contract under the applicable law. The Services use third party providers to store your payment card information and process your payments. You understand and agree that, when you register a payment card, we or our third party providers may verify that the payment card you registered is valid.
You understand and agree that when purchasing with a payment card, you are charged when the order is fulfilled and when purchasing via invoice or purchase order billing, you must pay within 30 days of the date of your invoice (unless otherwise agreed to by EPS). You further understand and agree that the transaction for the purchase of products or services is final and complete at the time you are charged. You agree to pay all charges incurred by you, on your behalf, or by your account through the Services. You represent and warrant that if you are making online payments that (i) any credit card, debit card and bank account information you supply is true, correct and complete; (ii) charges incurred by you will be honored by your credit/debit card company or bank; (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes; and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.
If we do not receive timely payment, you agree to pay all amounts due hereunder upon our demand and will be solely responsible for any dispute with your payment provider. If the payment method you provide is initially declined for any reason, we reserve the right to charge the payment method (credit card or other accepted mechanism) in installments. You bear sole responsibility for all overdraft fees or other penalties that may be assessed by your payment provider. You are responsible for any use of your credit card or other payment instrument.
EPS will make every effort to supply the exact quantities ordered but reserves the right where necessary to vary the quantities in a shipment. For example, if a product is unavailable or backordered, EPS may ship partial shipments until the quantity ordered is fulfilled. In cases where the exact order cannot be fulfilled within a reasonable time of the order being placed, commercially similar alternative may be offered as a substitute for the portion of your order that cannot be fulfilled. You may also be given the ability to cancel the portion of your order that will not be fulfilled in a reasonable time. Unless you specifically request otherwise, Items which EPS is unable to supply immediately will be shipped to you when available without further notice to you.
No variation by EPS in the manufacture or design of any goods will constitute a breach of contract or impose any liability upon EPS.
3.6 Shipping and Delivery; Title and Risk of Loss:
We may not ship to all locations outside of the U.S. If we do not ship to your location directly, you must provide us with the address of your preferred freight forwarder.
For orders that are shipped outside of the U.S., you may be required to pay taxes and duties upon delivery. Knowledge and payment of these fees is your responsibility and we do not reimburse such fees. For more information, please check with your local customs before placing your order.
All physical Items purchases through the Services are fulfilled pursuant to a shipment contract. The risk of loss and title for such items pass to you upon our tender of the item to the carrier. You are responsible for inspecting the package(s), contents, and Items upon delivery and must immediately notify EPS and the carrier in writing in the event of any loss of or damage to or non-delivery of any of the Items. You shall notify EPS and the carrier in writing immediately if you become aware of any non-delivery of the whole of a shipment. You shall indemnify EPS against any prejudice suffered by EPS as a result of late notification. Your failure to give prompt notice to a carrier may prejudice your claim against such carrier.
Refunds are available from EPS only for items purchased directly through the Services. Items purchased from bookstores, online retailers or other third parties may not be returned to EPS.
Except for Items designated on the Services as non-refundable, we will refund your purchase price, less the original shipping and handling costs (if any), provided you call 800.225.5750 within 5 days of the acceptance of your request for a refund. For additional details, please see our Refund Policy, which is incorporated into these Terms by reference.
Where eligible, refunds are typically processed within approximately 10 business days. Your refund will be credited back to the same payment method used to make the original purchase on this website. WE DO NOT OFFER REFUNDS ON ANY ITEMS DESIGNATED AS NON-REFUNDABLE.
Unless otherwise designated, digital Items are subject to refund if cancelled within 30 days of the date of activation for a full refund. After 30 days, eligible digital Items may be subject to partial refunds.
3.8 Promotions and Discounts:
From time to time, EPS may offer certain promotions or discounts that may be redeemed in a purchase for Items, subject to certain exclusions or other restrictions as may be determined and communicated by EPS in its sole discretion. Only valid offer codes provided by EPS will be honored at checkout. Codes supplied or promoted by third parties unauthorized by EPS (including any unauthorized third-party websites) will not be considered valid. Each valid offer code is non-transferable and valid for single use on an Item as determined by EPS. Offer codes may not be combined, and you are limited to the use of a single offer code per order. EPS is not responsible for lost, stolen or corrupted codes or any unauthorized use of codes. EPS is not responsible for pricing, typographical, or other errors in any offers and reserves the right to cancel any orders arising from such errors. Offer codes cannot be redeemed for cash or any cash equivalent. The dollar value of any offer code will not be refunded or credited back if any or all of the Items are returned. Expiration dates may apply to each offer code. Offer codes are void if copied, transferred, sold, exchanged, or expired, and where otherwise prohibited.
3.9 Not For Resale or Export:
Unless otherwise agreed to by EPS, you agree that Items you purchase are for your use, not for resale, export, re-export, or transfer. Your purchase is subject to, and you are responsible for, compliance with the export control and economic sanctions laws of the United States and other applicable jurisdictions (“Export Laws”). Your purchase may not be sold, leased, or transferred to restricted countries, restricted end users, or for restricted end uses according to the Export Laws.
3.10 Third-party Services:
Certain services made available are delivered by third party sites and organizations. By using any product, service or functionality originating from the Services, you hereby acknowledge and consent that EPS may share such information and data with any third party with whom EPS has a contractual relationship to provide you the requested product, service or functionality.
4. Content and Intellectual Property Rights
Subject to the limited rights expressly granted hereunder, EPS reserves all rights, title and interest in and to the Services including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
4.2 Content, Software and Trademarks:
You acknowledge and agree that the Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by EPS, you agree not to modify, copy, photograph, project, frame, scrape, reverse-engineer, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by EPS from accessing the Services (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by EPS.
The EPS name and logos are trademarks and service marks of EPS (collectively the “EPS Trademarks”). Other product and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to EPS. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of EPS Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of EPS Trademarks will inure to our exclusive benefit.
4.3 Third Party Material:
Under no circumstances will EPS be liable in any way for any Items, content or materials of any third parties (together, “Third Party Material”), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that EPS does not pre-screen Third Party Material.
However, EPS reserves the right, but does not have the obligation, in its sole discretion to remove, restrict, or edit any content, including Third Party Materials, on the Services. Without limiting the foregoing, EPS will have the right to remove any content that violates these Terms or is deemed by EPS, in its sole discretion, to be otherwise objectionable.
You agree that you must evaluate, and bear all risks associated with the use of any Service Content, including Third Party Material, including any reliance on the accuracy, completeness, or usefulness of such content.
4.4 User Content Transmitted Through the Services:
With respect to the content or other materials you upload, submit, post, or otherwise make available through the Services, provide to us (for instance, through sweepstakes or our social media), or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By making available any User Content, you hereby grant and will grant EPS, its affiliated companies and partners a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise). This license shall survive termination of the Services, these Terms, or your account. We do not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit your User Content.
4.5 Reviews and Ratings:
User Content may also include ratings, reviews, recommendation, and other public feedback (collectively, “Reviews”). Your Reviews must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates these Terms. Reviews are not verified by EPS for accuracy and may be incorrect or misleading.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Services (“Feedback”), provided by you to EPS, its affiliated companies or partners are non-confidential and EPS, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties.
4.7 Disclosure of Content:
You acknowledge and agree that EPS may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of EPS, its users and the public. You understand that the technical processing and transmission of the Services, including User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
5. Third-party Websites
The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet. EPS has no control over such sites and resources and EPS is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that EPS will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that EPS is not liable for any loss or claim that you may have against any such third party.
6. Consent to Recording and Monitoring
7. Indemnity and Release
To the fullest extent allowed by applicable law, you agree to release, indemnify, defend, and hold harmless EPS and its officers, directors, employees, affiliates, agents, contractors, suppliers, service providers, and licensors from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services or Items purchased through the Services, your connection to the Services, your violation of these Terms, or your violation of any rights of another.
EPS reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with EPS in asserting any available defenses. This provision does not require you to indemnify EPS for any unconscionable commercial practice by EPS or for EPS’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact. You agree that the provisions in this section will survive any termination of your account, these Terms or your access to the Services, including the purchase of any items on the Services.
If you are a California resident, you waive California Civil Code Section 1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
8. Disclaimer of Warranties
YOUR USE OF THE SERVICES AND ITEMS IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EPS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT.
EPS MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY ITEMS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE SOME OR ALL OF THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL SOME OR ALL OF THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
IF YOU RELY ON ANY ITEMS OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH ITEMS OR INFORMATION.
CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO CASE WILL EPS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR ITEMS) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
IN NO EVENT WILL EPS’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED $100.00.
IF THE JURISDICTION WHERE YOU RESIDE DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY PROVIDED IN THESE TERMS, THAT LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EPS AND YOU.
10. International Users
The Services are controlled, operated and administered by EPS from our offices within the United States. If you access the Services from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the EPS content accessed through the Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
11.1 Section Titles:
The section titles in these Terms are for convenience only and have no legal or contractual effect.
Our failure to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond our reasonable control shall not be deemed a breach of these Terms. Under no circumstances shall EPS be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
All remedies under these Terms shall be cumulative and not exclusive.
11.5 Timing of Claims:
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
We may provide you with notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Services or via email to the email address listed on your account. It is your obligation to update your account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch.
11.8 No Partnership:
You and we acknowledge and agree that no partnership is formed and neither you nor we have the power or the authority to obligate or bind the other.
You may not assign your rights under these Terms to any third party without our written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may assign our rights under these Terms without condition. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
11.10 No Third-Party Beneficiaries:
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
11.11 Entire Agreement:
These Terms (and any additional terms, contracts, rules, and conditions that we may post through the Services) constitute the entire agreement between you and EPS and govern your use of the Services, superseding any prior agreements between you and EPS with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use third party services or the underlying Items purchased.
11.12 Governing Law and Venue:
These Terms will be governed by the laws of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims, you and EPS agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Delaware.
It is the express wish to the parties that these Terms and all related documents be written in English.
12. Contact Us
If you have any questions or concerns about these Terms or the Services, or to report any violations of these Terms, please contact us at firstname.lastname@example.org.