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Make every process more efficient, every decision more data-driven, and every employee more capable with Eprecus Business Software.
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- Jamaica and Latin America
- +012 (345) 678 99 +8563214
Make every process more efficient, every decision more data-driven, and every employee more capable with Eprecus Business Software.
YOUR USE OF THE PROPRIETARY EPRECUS ERP® SERVICE OFFERED AT EPRECUS.COM (THE “SERVICE”), IS SUBJECT TO THESE TERMS OF SERVICE, TOGETHER WITH ANY APPLICABLE ORDER FORMS AND ADDENDUMS (COLLECTIVELY, THE “AGREEMENT”). IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THE AGREEMENT BETWEEN YOU AND EPRECUS LLC, ITS SUBSIDIARIES AS APPLICABLE AND/OR EPRECUS PAYROLL LLC (COLLECTIVELY, “EPRECUS”, "WE", "US", AND "OUR"). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE. This Agreement governs your use of the Service however accessed, including via an internet browser, smartphone, tablet, or other internet connected device.
By signing up for the Service on behalf of a customer of EPRECUS, you confirm that (a) you are duly authorized to represent the legal entity under which the customer operates and any affiliates of the customer who will be using the Service under the customer, (b) you accept the terms of this Agreement on behalf of such legal entity and its affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, its affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occurs under your account. You acknowledge that signing up for, accessing, or using EPRECUS Services, in no way creates a relationship with EPRECUS other than customer and user. You are not considered an employee, contractor, or partner of EPRECUS. You acknowledge that the applicable Order Form specifies your subscription term (the “Subscription Term”) and whether your Subscription Term to the Service is on a month-to-month basis (a “Month-to-Month Subscription”) or for an extended term (an “Extended Term Subscription”). For the avoidance of doubt, “Order Form” refers to the written or electronic ordering document between you and EPRECUS that identifies the subscribed Services, pricing, and duration, and designates whether your Subscription is a Month-to-Month Subscription or an Extended Term Subscription. As further outlined below, these Terms of Service vary based on whether your subscription to the Service is a Month-to-Month Subscription or an Extended Term Subscription.1.1 The EPRECUS ERP® Service is a proprietary system designed to assist organizations in business management functions including, managing employee data, Payroll, Expenses HR processes, and related administrative functions. You acknowledge and agree that the Service is intended solely for legitimate human resources management purposes within your organization, and that you will not use the Service for any unlawful, infringing, or unauthorized purpose. The Service may include additional features or services that you subscribe to or receive directly from or through EPRECUS (“Additional Services”).
Some of these Additional Services have specific additional terms or addendums that apply to your use of those Additional Services (the “Additional Terms”), and those Additional Terms, along with the applicable Order Form and/or addendums, become part of this Agreement by reference. Some of these Additional Terms include the terms identified in Section 15 of these Terms of Service below. In the event an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the term contained in this Agreement. For the avoidance of doubt, any reference to the Service in this Agreement will include the Additional Services. If you would like a separate instance of the Service for an affiliate, that affiliate must purchase its own subscription to the Service and separately accept this Agreement.
2.1 Term. The Subscription Term and subsequent renewal terms, are herein collectively referred to as the “Term.” The Term is subject to the applicable provisions set forth in this Agreement. This Agreement will remain in effect for as long as you have a subscription to the Service. If you elect to use the Service for a free trial period, and do not purchase a subscription before the end of such period, this agreement will remain in effect until the end of the free trial period.
2.2 Start Date. Subscriptions purchased by you commence on the date that your Order Form is accepted by you and will continue until the end of the Term unless terminated earlier in accordance with Sections 2.3 and 2.4 below. If you add an additional subscription for a new EPRECUS ERP® service or module at a later date, the Subscription Term for the new service will commence in accordance with Section 5.2 below.
2.3 Termination by You. You are solely responsible for the proper termination of your subscription. Your termination options depend on the Subscription Term you selected in your Order Form and are set forth in the table below.
You may terminate your subscription at any time. The effective date of any such termination will be the last day of the subscription month in which you canceled your subscription. If you are unsatisfied with the Service for any reason, your sole remedy is to terminate your subscription and this Agreement
Except as provided below and in Section 2.4, your subscription is non-cancelable until the end of the Term (see Section 5.1) and all fees paid hereunder are non-refundable. If you attempt to terminate this Agreement without cause or you deactivate the Service, you will owe any unpaid fees for the remainder of the term. Notwithstanding the foregoing, in the event that EPRECUS fails to provide the Service as required hereunder, and fails to cure such breach within 30 days of its receipt of written notice from you describing the breach and demanding its cure, then your sole remedy shall be the termination of this Agreement by written notice to EPRECUS and EPRECUS will provide you with a refund of any fees that have been paid in advance for the remaining, unused portion of the Term.
2.4 Suspension and Termination of Service by EPRECUS. EPRECUS may suspend your access to the Service and terminate this Agreement and your use of the Service at any time in the event you materially breach this Agreement (including failure to pay, which may occur if your credit card cannot be charged) and you do not cure such breach within 30 days of EPRECUS providing you with written notice of such breach (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise. Notwithstanding the foregoing, EPRECUS may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 4.1, 4.2, 4.7, or 13 of this Agreement as determined by EPRECUS in its sole discretion, OR if your first payment does not clear or is not valid.
EPRECUS may downgrade, suspend or terminate your access to the Service and terminate this Agreement, without liability, and without opportunity to renew upon the expiration of the then current Subscription Term, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 3.2 below, or (b) if you have a Month-to-Month Subscription and you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 60 days or more if you have a free account. The notices described in this Section will be sent to you at the email address you have provided to us. EPRECUS reserves the right to manage its customer profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide services to certain groups, parties, industries, companies, or in certain countries, in its sole discretion.
2.5 Customer Data Downloads and Deletion. In the event your subscription is not renewed, other than in instances where it is terminated by EPRECUS for your nonpayment or violation of Sections 4.1, 4.2 or 13, you will continue to have the ability to download the information provided, inputted, or uploaded to your databases in the EPRECUS ERP® Service by you or on your behalf (“Customer Data”) for 30 days after the effective date of expiration or termination of your subscription. After such 30-day period or if your subscription is terminated due to your nonpayment or violation of Sections 4.1, 4.2 or 13, EPRECUS shall have no obligation to maintain any Customer Data and shall thereafter, unless legally prohibited from doing so, or required pursuant to Additional Terms, delete all of your Customer Data contained in the EPRECUS ERP® Service. If you subscribe to the “EPRECUS ERP® Payroll Service” as described in Section 15.1, EPRECUS may maintain your payroll data or other Customer Data for 7 years, as is necessary to fulfill the legal and tax requirements for its payroll services, from the time that it provides a specific payroll service to you or files taxes on your behalf.
2.6 Beta Service. You may be provided an opportunity, but are not required, to participate in beta or early access programs that are integrated into or are separate from the Service (“Beta Service”). By opting-in to a Beta Service, EPRECUS grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license right to access and use the Beta Service. You agree that (a) Beta Services are made available to you on an “as is” and “as available” basis and may contain errors, omissions, bugs, and similar inconsistencies and (b) EPRECUS has no obligation to correct any such errors. EPRECUS reserves the right to modify or terminate your use of any Beta Service at any time in our sole discretion. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF A BETA SERVICE. Additionally, by opting-in to use a Beta Service, you agree to provide feedback regarding your experience with the Beta Service, upon our reasonable request. If, at any time and for any reason, you choose to opt-out of our communications regarding a Beta Service, you acknowledge and agree that we may terminate your use of the Beta Service.
2.7 Acceptance. Upon acceptance of the Agreement, use of the Service, and/or completion of the implementation process, you are deemed to have accepted the Service “as-is”. There may be updates to the Service released periodically and your continued use of the Service constitutes acceptance of the most recent version of the Service.
3.1 Levels of Service. The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. EPRECUS reserves the right, in its sole discretion, to make changes or modifications to the Service, on the condition that such changes and modifications do not materially diminish the features or functionality of the Service.
3.2 Modification of Agreement. EPRECUS may modify or update this Agreement at any time for reasons such as, but not limited to, (a) accounting for changes in laws that are applicable to our Service; (b) clarifying any wording or terms; (c) accounting for new products or services; (d) preventing or addressing any abuse of Services offered etc. In the event EPRECUS determines it is necessary to make a material modification to this Agreement, you will be provided with 30 days’ notice of such change and asked to affirmatively agree to such modified version of the Agreement.
For customers with a Month-to-Month Subscription, such modifications will take effect on the date that is 30 days after the date of the notice. For customers with an Extended Term Subscription, if any material modifications are made to this Agreement, such modifications will not take effect until the beginning of the next renewal term. Notwithstanding the foregoing, any modifications made to address new products or services will automatically apply to you if and when you begin using such products or services. Failure to accept the material modifications may result in termination or suspension of this Agreement and/or your access to the Service as described in Section 2.4. Note, however, that your use of the Service after modifications to the Agreement become effective to you constitutes your binding acceptance of such changes.
4.1 Usage Rights. During the Term, EPRECUS grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Service and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates EPRECUS to deliver or make available to you any copies of computer programs or any of the software used to provide the Service (the “Software”), whether in object code or source code form. You agree to use the Service, including the Beta Service, only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”).
4.2 Restrictions. You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to use the Service, including the Beta Service: to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by EPRECUS; for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by EPRECUS in its sole discretion); to attempt to decipher, decompile, delete, alter or reverse engineer any of the Software; to penetration test, hack or otherwise attempt to test the security of the Software or Service; to duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of EPRECUS;with any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Customer Data as contemplated in the documentation; or to rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
EPRECUS shall: (a) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support, if available, and purchased separately; (b) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime, (ii) any unavailability caused by circumstances beyond EPRECUS’s or its subcontractors reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service provider failures or delays, or denial of service attacks, or (iii) as necessary to update the Service to ensure its security and integrity, and (c) provide the Service only in accordance with Applicable Law. EPRECUS’s hours for basic support are 6:00 a.m. to 6:00 p.m., Mountain Time, on weekdays, in the English language. Also, while EPRECUS would like to offer the Service in a manner that accommodates all customers in their native language, this is not practical considering the constant updating we do with our Service, the vast number of languages spoken and read in the world, and the localizations that would be required. EPRECUS therefore provides much of its Service in English, with limited adaptations to certain major languages, which adaptations are made in its sole discretion.
4.4 Security Safeguards. EPRECUS shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of Customer Data. EPRECUS shall not (a) disclose your Data for any purpose other than to provide the Service except as compelled by Applicable Law or as you expressly authorize in writing or as otherwise provided in our General Privacy Notice or California Privacy Notice, or (b) access your Data except to provide the Service and prevent or address service or technical problems, at your express request in connection with customer support matters, or as provided in our General Privacy Notice or California Privacy Notice. In the event EPRECUS is compelled by Applicable Law to disclose Customer Data, we will provide you with reasonable notice thereof, (in advance, if possible) if permitted by Applicable Law.
4.5 Your Responsibility. You are solely responsible for Customer Data, and all uses of Customer Data that occur through your account or any actions taken by your employees, admins, consultants, agents etc. in your account. Access credentials are for use only by you and by your authorized users, in each case in connection with your use of the Service, and you may not sell, transfer, share, or sublicense access credentials to any other person, or permit any other person to do so. You shall maintain the confidentiality of your access credentials and may not transfer them to or allow them to be used by any third party, other than by your authorized users in connection with the use of the Services. You are responsible to ensure that all users enable multi-factor authentication (MFA) on their EPRECUS account. You may select from several options approved by EPRECUS. If EPRECUS believes access credentials have been compromised or misused, EPRECUS may change any or all access credentials or suspend your account.
4.6 You acknowledge that you retain administrative control as to who is granted access to your account with the Service. Each account is controlled by an account owner tied to a specific email address and may also have one or more admins and/or billing admins to help manage the account. EPRECUS is entitled to rely on communications from the account owner and admins when servicing your account. If a person within your organization requests a change to the account owner, we may attempt to contact the account owner for consent, but to the extent that the account owner does not respond to our communications, is otherwise unavailable, or is no longer affiliated with the company, we will transfer the account owner based on our own internal verification methods and at our sole discretion.
4.7 IF YOU CHOOSE TO USE AND/OR PAY FOR A TRIAL ACCOUNT (A LIMITED TIME AND USAGE EPRECUS ACCOUNT USED FOR TESTING THE SERVICE), YOU AGREE AND ACKNOWLEDGE THAT (A) YOUR TEST ACCOUNT WILL NOT BE USED WITH LIVE OR REAL CUSTOMER DATA AND (B) EPRECUS MAKES NO WARRANTIES OR GUARANTEES REGARDING THE TEST ACCOUNTS.
4.8 API Integration. If you integrate with EPRECUS using our API, you are responsible for authorizing rights, permissions, and data accessed or shared via our API. You agree not to share API credentials, including but not limited to API Keys or tokens with third parties. API Keys are provided solely for your internal business use in systems or applications operated directly by you, and you may not share, disclose, distribute, or otherwise make any API Key available to any third party, vendor, contractor, service provider, or external application, nor allow any third party to access the Service or Customer Data using your API Keys. Authentication for any third party, including vendors, contractors, service providers, or Apps Marketplace Partners, requiring programmatic access to Customer Data must be exclusively via EPRECUS’s OAuth-based authentication framework through EPRECUS’s developer portal or marketplace program. API Keys may not be used for any third-party integrations under any circumstances. You must use efficient programming that will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by EPRECUS, and if this occurs, EPRECUS reserves the right to throttle your API connections or suspend or terminate your use of our API.
5.1 For customers with a Month-to-Month Subscription, your subscription to the service will automatically renew for successive Month-to-Month terms. For customers with an Extended Term Subscription, your subscription to the service will automatically renew for twelve (12) month terms upon the expiration of your initial term specified in your Order Form (see Section 2.1). For customers with an Extended Term Subscription, if you do not want your existing term to automatically renew, you must provide EPRECUS a minimum of sixty (60) days notice before the expiration of your existing Term. Upon providing such notice, you may select a new Term duration or you may terminate your subscription effective as of the last date of the then-current Term. If you are paying by credit card, your credit card will be charged in accordance with the payment term designated in your Order Form. EPRECUS will email you a receipt when your card has been charged.
If your card cannot be charged, EPRECUS will notify you and you will need to update your payment information. In the event you do not update your payment information within 22 days of EPRECUS’s notice, your access to the Service may be suspended and you will need to update your card information in order to resume use of the Service. There will be no refunds or credits for partial months of service or for implementation costs. For customers with an Extended Term Subscription, you agree to pay all reasonable costs of collection (including any attorney fees) incurred by EPRECUS in collecting any payments owed under your Agreement.
5.2 Pricing Adjustments. EPRECUS agrees to honor any promotional offer, special pricing, or discount, contained on your applicable Order Form at the time of the initiation of paid services. We may offer you certain discounts if you prepay or pay in advance for your Subscription Term. If your Month-to-Month Subscription is canceled, terminated, or suspended before your prepayment has been depleted, we will refund any unearned advancement fees but you will no longer qualify for a prepayment discount and will be charged the difference between the monthly and prepayment discount pricing for the number of months your subscription was active during a prepayment period. If you cancel only a portion of your Month-to-Month Subscription, you may still qualify for a prepayment discount and the prepaid amounts attributed to that portion will be used against other services to which you have subscribed.
For Extended Subscription Term Customers, there will be no refunds of any payments in advance except as otherwise provided in Section 2.3. If you receive a discount for subscribing to a bundled set of Services (e.g. Core HR, Benefits Administration, and Payroll Services) you will maintain that discount for as long as you are actively subscribed to, and utilizing the bundled Services. If you terminate one of the bundled Services, you will no longer qualify for that bundled discount. If you add a product before the end of your billing cycle, you will be charged at a prorated rate starting on the day the product is added through the end of the billing cycle. Updated pricing will be reflected on your next bill. In addition to the provisions above, see the table below for specific pricing adjustment terms depending on the duration of your Subscription term.
You may add Additional Services at any time during the Term. Unless otherwise specified in the applicable Order Form, the Subscription Term applicable to any such Additional Services will commence upon activation and will continue on a month-to-month basis thereafter, renewing automatically each month until terminated by either party upon written notice in accordance with this Agreement.
If you elect to add Additional Services, the effective date and the Subscription Term applicable to such Additional Services may, as agreed upon by the Parties either (a) be coterminous with your current Subscription Term for the Service and renew or expire at the same time, or (b) commence a new term under a separate Order Form or agreement. The applicable Order Form will specify whether the Additional Services are coterminous or subject to a new Subscription Term.
5.3 Fees and Taxes. Customer agrees to pay the fees for the EPRECUS Services in accordance with the applicable Order Form, including fees for all non-terminated employees in the Service, and authorizes EPRECUS to conduct automatic debits of Customer’s designated bank account or other funding source for such fees as they become payable. Subscription fees are payable at the start of each Subscription Term (including any renewal terms). All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which EPRECUS may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.
5.4 Subscription Charge Adjustments. Any subscription charge adjustments are subject to the applicable provisions identified in the table below. Limitations on price changes apply to Per-Employee-Per-Month (“PEPM”) list pricing and do not apply to changes in fees as a result of your usage of the Service.
EPRECUS may at any time, upon notice of at least 60 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees; notwithstanding the foregoing, we shall not change the price of any subscription package more than once in a calendar year.
If you have prepaid your month-to-month subscription service, price changes and institution of new charges implemented after your payment in advance will go into effect for your next monthly Subscription Term after the 60 days' notice and the updated fees will be subtracted from your payment in advance.
If you do not agree to any such price changes, then your sole remedy is to cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies. As stated in Section 2.3, you are responsible for initiating the cancellation of your subscription to the Service.
EPRECUS may not change the price of your existing subscription during the Term (other than standard price fluctuations that may occur if you change employee headcount or add additional services).Upon notice of at least 30 days before the expiration of your existing Subscription Term, EPRECUS may change the price of your subscription for the next renewal term. Any price changes will apply only to your next renewal term.
5.5 Foreign Currency. EPRECUS may allow you to pay for your subscription in a foreign currency. Not all foreign currencies will be accepted and EPRECUS reserves the right to restrict what currency payment will be accepted in. Customers will be given one opportunity to select their foreign currency preference. This currency selection may not be changed once selected.
5.6 Employee, Package, and Product Minimums. You acknowledge and agree that, for any subscription purchased under an Extended Term Subscription, all fees are based on (a) the minimum employee count specified in the applicable Order Form (the “Employee Minimum”) and (b) any minimum committed package and product quantities or minimum headcount per product specified in the applicable Order Form (the “Product Minimums”). Your minimum bill will be based on the Employee Minimum and all applicable Product Minimums for the duration of the Extended Term Subscription, regardless of actual usage, changes to product configurations, or any reduction in the number of your non-terminated employees or users below the Employee Minimum or any Product Minimum.
If, at any time during the Extended Term Subscription, your actual number of non-terminated employees or product-specific headcount exceeds the Employee Minimum or any applicable Product Minimum, you will be billed based on your actual counts for such period, and you remain responsible for payment of all fees based on the greater of (a) the Employee Minimum or applicable Product Minimum(s) or (b) your actual number of non-terminated employees or product-specific users. Any decrease in your employee count or product-specific headcount below the Employee Minimum or any Product Minimum will not reduce the fees owed.
6.1 EPRECUS Rights. As between the parties, EPRECUS owns and shall retain all right, title and interest in and to (a) the Software, Service, and Beta Service including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Service and Beta Service, including, without limitation, which features are used, time spent using the Service and Beta Service, and similar data and metadata created in connection with the Service and Beta Service, together with analysis of such operational and performance data and derived findings, correlations, discoveries, and other insights or learnings derived by EPRECUS from such analysis (collectively, “Performance Data”).
EPRECUS may collect, use, and disclose all such Performance Data for its business purposes (such as software use optimization, product marketing, industry benchmarking, best practices guidance, recommendations, data analytics, or similar reports for distribution to and consumption by you and other EPRECUS customers and prospects, etc.), including by combining and analyzing Performance Data with other data, and (c) all de-identified, anonymized, pseudonymized data.. according to Applicable Laws such that the data does not reveal your identity, any of your confidential information, or any personally identifiable information that belongs to you or your employees.
6.2 Your Rights. You retain all right, title and ownership interest in and to Customer Data. EPRECUS has no right, title or interest in any personally identifiable information contained in or related to Customer Data. If you are a consultant to the customer of EPRECUS and provide services to such customer that include or involve accessing and/or using Customer Data, you acknowledge that you do not own or have any rights or interests in the Customer Data except as authorized by the customer of EPRECUS and that such customer is the owner of the Customer Data in the EPRECUS Service. You further acknowledge and agree that EPRECUS may follow the instructions of the customer regarding the Customer Data including removing your access to the Customer Data and/or reassigning your roles and permissions related to the Customer Data.
6.3 Feedback. To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Service, including the Beta Service, to EPRECUS, the Feedback will not be considered confidential or proprietary, and EPRECUS may use and include any such Feedback to improve the Service and/or the Beta Service, or for any other purpose. Accordingly, if you provide Feedback, you agree that EPRECUS shall own all such Feedback, and EPRECUS and its affiliates, licensees, customers, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to EPRECUS.
6.4 Deliverables. From time to time during the Term, EPRECUS may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) for you pursuant to agreement between you and EPRECUS. EPRECUS shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. EPRECUS may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information or any personally identifiable information that belongs to you or your employees.
6.5 Confidentiality. “Confidential Information” means any information, including Customer Data, disclosed by either party that should be reasonably understood to be confidential in light of the nature of the information or the circumstances of the disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care.
Each party will use Confidential Information only for the purpose of fulfilling its respective obligations or exercising and enforcing its rights under this Agreement. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (i) to its personnel and consultants who are required to have access to the Confidential Information in connection with the exercise of receiving party’s rights or performance of its obligations under this Agreement, and (ii) to its professional advisers (e.g., lawyers, accountants, financial advisors and financing sources), provided, however, that any and all such personnel, consultants and professional advisers are bound by agreements or, in the case of professional advisers, ethical, professional or fiduciary duties, to treat, hold and maintain such Confidential Information in a manner that is consistent with this Agreement.
Subject to the User Rights; Restrictions; Support and the Compliance with Laws; Disclaimers Sections, each party may preserve Confidential Information (including, without limitation, Customer Data in the case of EPRECUS) in accordance with this Section and may also disclose Confidential Information and Customer Data to the extent required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes, applicable laws or governmental requests; (ii) enforce or exercise rights under this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) act on any instructions or directions the disclosing party provides to the receiving party.
The provision of the Service will comply with all privacy and data protection laws applicable to our business. If you instruct us to process personal information for individuals residing in California, by accepting this Agreement, you are deemed to have accepted the CCPA Addendum which is incorporated herein by reference. The EPRECUS General Privacy Notice, California Privacy Notice, and the Data Processing Agreement (DPA) (If applicable and accepted by you), are incorporated herein by reference. EPRECUS will only use and disclose Customer Data: 1) to provide the Service, according to applicable laws, our privacy notices and our Terms of Service, or 2) with your written consent.
7.1 Unless otherwise agreed to by you and EPRECUS, during the Term, EPRECUS may disclose your company name as a customer of EPRECUS and/or subscriber to the Service, and you hereby grant EPRECUS the right to display your company name and logo in EPRECUS’s marketing materials and on EPRECUS’s public website, in each case in accordance with any branding guidelines you may provide to EPRECUS.
8.1 Certain features of the website may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, EPRECUS’s blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as "User Content"). User Content includes any comments or reviews you provide to EPRECUS, whether through customer support or otherwise, about the Service and/or Beta Service, but excludes all Customer Data.
8.2 You hereby grant to EPRECUS an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on our website or about the Service, including the Beta Service, for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in your User Content. If you post User Content, you represent and warrant to EPRECUS that you own or control all rights in and to such User Content and have the right to grant the rights above to EPRECUS.
9.1 Limited Warranty. EPRECUS represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the documentation and specifications generally provided by EPRECUS in connection with the Service and any professional services performed for you by EPRECUS will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
9.2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, EPRECUS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, BETA SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. EPRECUS DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
9.3 LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY OR PAYABLE TO EPRECUS FROM YOU PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE.
THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. THE FOREGOING LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
10.1 External Breach. In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”), that impacts the personal data you maintain through the EPRECUS ERP® Service, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, EPRECUS will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions EPRECUS will undertake, and the timeline within which EPRECUS expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under Applicable Law.
10.2 Internal Breach. In the event of a Security Breach, as defined by Applicable Law, which is perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems, network or Customer Data in a secure manner, or failure to protect user credentials, you shall have sole responsibility for initiating remedial actions and you shall notify EPRECUS immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.
10.3 Breach Notifications. In the event that either party is required to notify individuals impacted by the Security Breach or regulatory agencies, the notifying party will provide the other party with an opportunity to review and approve the notification for accuracy prior to it being delivered, such approval not to be unreasonably withheld.
11.1 You agree to indemnify, defend and hold harmless EPRECUS, and its subsidiaries, affiliates, assigns, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with (a) your access or use of the Software, Beta Service and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service or relating to the inaccuracy or incompleteness of any information you make available to your employees, independent contractors or candidates by or through the Services, including, without limitation, the inaccuracy or incompleteness of any information relating to the actual or proposed compensation of, or equity ownership by, such employees, independent contractors or candidates, (c) User Content or Customer Data provided by you, your end users, or other third parties, (d) your violation or alleged violation of any third party right, including without limitation any right of privacy or any right provided by labor or employment law, and (e) your violation or alleged violation of this Agreement.
11.2 EPRECUS agrees to indemnify, defend and hold harmless you, and your affiliates, officers, directors, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim made or brought against you alleging that your use of the Software, Beta Service, and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall EPRECUS have any obligations or liability arising from: (a) use of the Software, Beta Service, and/or Service in a modified form or in combination with materials or software not furnished by EPRECUS, and (b) any User Content, information or Customer Data provided by you, your end users, or other third parties.
11.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.
12.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Utah, without reference to conflict of laws principles.
12.2 Any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of Utah and/or the courts of the United States of America for the District of Utah. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to ensure that your employees’ use and your use of the Service, including the Beta Service, complies with and is in accordance with Applicable Law. In no event shall EPRECUS be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service or a Beta Service.
13.2 EPRECUS does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by EPRECUS to you shall not constitute legal advice.
13.3 You acknowledge that EPRECUS exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that EPRECUS does not have a direct relationship with your employees and that you are responsible for all contact, questions, Customer Data updates and collection, with and from your employees.
In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of Customer Data), collection, use, retention and processing of your Customer Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. EPRECUS hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service, including a Beta Service, by you and/or your employees, contractors or agents.
13.4 You agree that you will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Service, Beta Service, or Software, or any technical information about the Service, Beta Service, or Software, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained.
13.5 You represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
13.6 You acknowledge and agree that the Service is not intended for the general use, storage, collection, or maintenance of Protected Health Information (“PHI”), as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), unless expressly authorized in writing by EPRECUS. You agree not to upload or store PHI in the Service except if you subscribe to or otherwise access any EPRECUS Service that requires EPRECUS to create, receive, use, disclose, transmit, or maintain PHI on your behalf as a Covered Entity. You agree to the Business Associate Agreement (“BAA”), if applicable, of which is incorporated herein by reference and made part of this Agreement.
13.7 You acknowledge and agree that the Service is not intended for use, storage, collection or maintenance of the Cardholder Data as defined by the Payment Card Industry Data Security Standard (PCI DSS). You agree not to upload or store Cardholder Data in the Service except as shared with our third party payment software for the Service
14.1 If you use the iOS version of the Service, you acknowledge the statements set forth in this Section. This Agreement is between you and EPRECUS only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the functionality or content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty and if you purchased a subscription to the Service through Apple, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by Applicable Law, Apple has no other warranty obligation whatsoever with respect to the Service. As between Apple and EPRECUS, EPRECUS is responsible for any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Service to conform to any warranty, subject to the terms of this Agreement.
Apple is not responsible for addressing any claims brought by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) 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 your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement.
Additional Services; Third Party Services 15.1 The “EPRECUS ERP® Payroll Service” (the “Payroll Service”), is offered by EPRECUS to assist you with payroll processing. This service is optional and is subject to additional implementation, processing, and auxiliary fees. If you subscribe to the Payroll Service, you must accept a Payroll Services Agreement (a copy of which is found here and is incorporated herein by reference) with EPRECUS Payroll LLC which is done during your onboarding into the Payroll Service
15.2 Benefits Administration Services (“BenAdmin Services”), is offered by EPRECUS to assist you with the administration of your benefits. This Service is optional and is subject to additional implementation, processing, and auxiliary fees. If you subscribe to the BenAdmin Services, by accepting this Agreement, you are deemed to have accepted the BenAdmin Addendum which is incorporated herein by reference.
15.3 EPRECUS Employer of Record (“EOR”) Services Powered by Remote is offered by EPRECUS through Remote to assist you with hiring and managing remote employees (“Remote Services”) (together the “EOR Services”). The EOR Services are optional and are subject to additional fees. If you subscribe to the EOR Services, by accepting this Agreement, you are deemed to have accepted the EOR Addendum which is incorporated herein by reference.
15.4 The EPRECUS ERP® Compensation Management Service (“Comp Management Service”) is offered by EPRECUS to assist you with planning, managing, and benchmarking your employee compensation. The Comp Management Service includes the compensation benchmarking, levels and bands, compensation planning, and related features and functionality provided by or performed by EPRECUS. If you utilize the Comp Management Service, by accepting this Agreement, you are deemed to have accepted the Compensation Management Addendum which is incorporated herein by reference.
15.5 The HR Consulting and Managed Payroll Services offered by EPRECUS are meant to assist you with your HR practices and the processing of your payroll. These Services are subject to separate fees. If you subscribe to these Services, by accepting this Agreement, you are deemed to have accepted the HR Consulting and Managed Payroll Services Addendum which is incorporated herein by reference. Use of the Managed Payroll Services is also subject to and governed by the Payroll Services Agreement.
15.6 EPRECUS AI features are offered by EPRECUS as a part of the Services. If you utilize the EPRECUS AI Features, by accepting this Agreement, you are deemed to have accepted the AI Addendum which is incorporated herein by reference.
15.7 EPRECUS uses theories, methods and tools associated with the employee Net Promoter System® (eNPS) in offering its Employee Satisfaction survey service. There are no additional fees associated with this service but use of eNPS is subject to a separate license from its owner, which EPRECUS obtains on behalf of the Service. EPRECUS will endeavor to continue to secure the right to use eNPS in the Service but the availability of eNPS for use through the Service is subject to change at any time and without notice.
15.8 Candidate and Employee Offers and Content. To the extent that you provide employment offers to prospective candidates or total rewards summaries to employees, you take sole responsibility for ensuring that the necessary and appropriate information, numbers, disclosures, financial terms and employment terms for each employment offer and total rewards dashboards are complete and accurate.
The total rewards summaries provided in the product are solely a hypothetical example and are not a forecast, promise, or guarantee of any compensation or type of compensation. Factors incorporated into total compensation, such as non-cash value estimates, are not promises of any compensation or type of compensation and are subject to change. Current and future valuations, cost to exercise, price per share, and ownership percentage may be higher or lower, and may or may not take into account dilution from any potential transactions which may subsequently occur.
This is for general informational purposes only and is not to be construed as legal, financial or tax advice. Nothing therein is intended to create an offer or binding agreement of any nature. You are responsible for fulfilling any employment offers, compensation or rewards that you make to your employees and/or applicants. EPRECUS MAKES NO REPRESENTATIONS OR WARRANTIES AND TAKES NO RESPONSIBILITY FOR ANY EMPLOYMENT OFFERS OR TOTAL REWARDS SUMMARIES (OR ANY INFORMATION SUBMITTED BY YOU IN CONNECTION THEREWITH) THAT ARE CREATED, VIEWED, REJECTED OR ACCEPTED IN THE SERVICES.
15.9 OnDemand Pay Services Powered by Clair. EPRECUS OnDemand Pay Services Powered by Clair (“OnDemand Pay Services”) are offered through EPRECUS to assist your employees with access to a portion of their earned wages within the EPRECUS platform. The OnDemand Pay Services are provided by Clair and constitute an Embedded Partner Service.
Subject to eligibility requirements, the OnDemand Pay feature will be automatically enabled within the platform for eligible employers; however, if employers wish to disable the service, they may opt-out in the application settings page. OnDemand Pay Services are activated only for eligible employees who separately enroll in and accept Clair’s applicable terms and conditions.
To facilitate the OnDemand Pay Services, EPRECUS may share applicable Customer Data and employee data with Clair via API or other secure integration methods. By maintaining the OnDemand Pay feature enabled within your account, you authorize such data sharing and represent and warrant that you have obtained any necessary consents required to permit the sharing of employee data for this purpose.
The OnDemand Pay Services are subject to Clair’s terms, conditions, and privacy practices. EPRECUS does not control and is not responsible for the acts, omissions, products, services, or policies of Clair.
You acknowledge and agree that, in connection with the OnDemand Pay Services, EPRECUS and/or Clair may communicate directly with your employees through the EPRECUS platform or via email or other contact information contained in the Services solely for the purpose of providing informational communications regarding the availability, features, enrollment process, and administration of the OnDemand Pay Services. Such communications are intended to facilitate awareness of and access to the OnDemand Pay Services and are not mandatory.
You authorize EPRECUS and Clair to provide these informational communications to your employees and represent and warrant that you have the authority to provide this consent on behalf of your organization and that such communications are permitted under applicable law and your internal policies.
Nothing in this Section obligates any employee to enroll in or use the OnDemand Pay Services, and activation of the OnDemand Pay Services remains subject to the employee’s separate enrollment and acceptance of Clair’s applicable terms and conditions. EPRECUS does not provide financial, banking, lending, or investment advice and is not a financial institution, money transmitter, or lender in connection with the OnDemand Pay Services.
15.10 Third Party Services. You acknowledge and agree that you shall be solely responsible for procuring and complying with any license or right to use any Third-Party Services (“Third-Party Services”) means any services used in connection with the Services that are hosted or provided by a person or entity other than EPRECUS, whether linked to, integrated with, or connected to the Services by you or EPRECUS). Neither this Agreement nor our Privacy Policy shall apply with respect to data stored on or manipulated by, or during transmission by means of use of Third-Party Services. For purposes of this Agreement, Third-Party Services are subject to their own terms and conditions and you use such Third-Party Services at your own risk. EPRECUS MAKES NO REPRESENTATION OR WARRANTY AS TO ANY THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION AS TO THEIR AVAILABILITY, RELIABILITY, UPTIME, OR SECURITY, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
16.1 The “eSignature Service” is a service provided by EPRECUS for two counterparties (usually a company, herein described as the “sending party,” subscribing to EPRECUS’s services and an employee, employee-candidate or contractor) to electronically sign documents (including, but not limited to, agreements, policies, forms, etc.). If you use the eSignature Service offered by EPRECUS, you acknowledge and agree to the statements set forth in this Section. Whenever you sign a document using EPRECUS’s eSignature Service you affirmatively consent to using electronic signatures via the eSignature Service and consent to conducting electronic business transactions. You also confirm that you are able to access the eSignature Service and the document you are signing electronically. When using the eSignature Service for a particular document, your consent applies only to the matter(s) covered by that particular document.
16.2 You are not required to use the eSignature Service or accept electronic documents provided thereby. If you are an employee, employee-candidate or contractor and you choose to not use the eSignature Service, you may still sign the document manually by notifying the sending party that you are choosing to do so and by obtaining a non-electronic copy of the document from them. EPRECUS assumes no responsibility for providing you with a non-electronic version of the document. In the event you are choosing to sign the document manually, do not use the eSignature Service to sign the document or to return the document to the sending party.
16.3 If you have signed a document electronically using the eSignature Service and transmitted it back to the sending party, EPRECUS will provide you the opportunity to download and print a paper copy of the document at no charge. If you later withdraw your consent to using the eSignature Service, please notify the sending party and stop using the eSignature Service. Note that the decision to stop using the eSignature Service after you have already used it does not change the legality of the documents you have previously signed using an electronic signature.
16.4 When counterparties sign a document electronically using the eSignature Service, the rights and duties associated with that document are solely those of the counterparties. EPRECUS is not a party to the document and carries no liability or responsibility with respect to the correctness, validity or enforcement of the document; nor does EPRECUS have any liability or responsibility with respect to the legal or non-legal aspects of the document or any dispute arising as a result of the document. EPRECUS’s sole responsibility is provision of the eSignature Service and customer service associated therewith.
16.5 PLEASE NOTE THAT EPRECUS’S STATEMENTS CONTAINED HEREIN OR ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY; THEY ARE GENERAL IN NATURE AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. EPRECUS HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH EPRECUS’S ESIGNATURE SERVICE ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING THE EPRECUS ERP® ESIGNATURE SERVICE.
17.1 Entire Agreement. This Agreement encompasses the entire agreement between you and EPRECUS with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order, nondisclosure agreement, Request for Proposal (RFP), Questionnaire, or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.
17.2 Contra Proferentem. No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement.
17.3 No Waiver. The failure of EPRECUS to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
17.4 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.
17.5 Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that should, by its nature, survive any such termination and/or expiration, shall and do survive such termination and/or expiration: 2.5, 4.1, 4.5, 6.1, 6.2, 6.3, 6.4, 6.5, 6.6. 7.1, 8.1, 8.2, 9.2, 9.3, 10.1, 10.2, 10.3, 11.1, 11.2, 11.3, 12.1, 12.2, 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8 and 17.9.
17.6 Assignment. You may not assign or otherwise transfer (via a change of control or otherwise) any of your rights or obligations under this Agreement without EPRECUS’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.
17.7 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. EPRECUS shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
17.8 No Third-Party Beneficiaries. Subject to Section 14.1 and 15.4, and except as defined in other addendums or agreements, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
17.9 FAQ Disclaimer. No part or content contained in the FAQs or FAQ videos is intended to be legal advice, contractual, a “meeting of the minds” or binding in nature. FAQs and FAQ videos are intended to be informational and do not create a contract or other binding agreement and should not be considered a substitute for reading and understanding this Agreement. The FAQs and FAQ videos are not guaranteed to be accurate, complete, reliable, current or error-free. In the event of a conflict between this Agreement and the FAQs and/or FAQ videos, the terms of this Agreement will control.