PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING ECPAGES.COM (THE "Web Site"). ACCESS TO AND/OR USE OF THE WEB SITE WILL CONSTITUTE YOUR EXPRESS AND UNCONDITIONAL AGREEMENT TO THE "ACCESS AND TERMS AND CONDITIONS" OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR OTHERWISE USE THE WEB SITE.
The Right of Company to Change Agreement - The Company reserves the right, at its sole discretion from time to time, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes to this Agreement will be posted on the Web Site.
The Right of Company to Change, Discontinue or Restrict Access to Web Site - The Company, at its sole discretion, may change, suspend or discontinue any aspect of the Web Site at any time, including the availability of any Web Site feature, database or Content and may terminate this agreement at any time. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Web Site without notice or liability. The Company reserves the right, in its sole discretion, to correct any errors or omissions in any part of the Web Site.
1.1 Right of Access – This Agreement provides you with a non-exclusive grant of access to and use of the Web Site at the sole will and discretion of the Company and subject to your continuing compliance with the terms and conditions of this Agreement. You are entitled solely to those privileges explicitly set forth in this Agreement.
1.2 Not a License – This Agreement is not a transfer or a license of any of the Company’s rights or its Content or the Content of third parties displayed on or accessed through the Web Site.
1.3 Links and Pointers - The Web Site may contain hypertext links and pointers to other Internet sites and resources operated and controlled by parties other than the Company. Links to and from the Web Site to such third party sites do not imply or constitute an endorsement by the Company of any third party Content.
1.4 No Unlawful or Prohibited Use of the Web Site - You represent, warrant and covenant that you shall not upload, post or transmit to or distribute or otherwise publish through the Web Site any Content which: (i) restricts or inhibits any other user from using and enjoying the Web Site; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or governmental regulation; (iv) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains a virus or other harmful or destructive elements; (vi) contains any information, software or other material of a commercial nature; (vii) contains advertising of any kind; or (viii) constitutes or contains false or misleading indications of origin or statements of fact.
1.6 Disclosure by Company of Information - The Company reserves the right at all times to disclose any information or Content as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any Content, information or materials, in whole or in part, that in the Company's sole discretion are objectionable or in violation of this Agreement.
1.7 No Representation or Warranties by the Company - You agree that the Web Site, including all Content, software, functions, materials, and information made available on or accessed through the Web Site, is provided to you at your own risk for your personal non-commercial use and on an "as is, as available" basis. To the fullest extent permissible by law, the Company makes no representations, endorsements or warranties, expressed or implied, including, but not limited to, those of merchantability or fitness for a particular purpose, with respect to the Company, the Web Site, or any Content, merchandise, information or service provided through the Web Site or on the Internet generally or the functions made accessible by any software used on or accessed through the Web Site, for any hypertext links to third party web sites or for any breach of security associated with the transmission of sensitive information through the Web Site or any linked site. The Company does not warrant that the functions contained in the Web Site or any Content contained therein will be uninterrupted, error free or that defects will be corrected.
2. TRADEMARKS AND COPYRIGHTS
2.1 Content Protected by Copyright - All Content displayed on the Web Site is protected by copyright. All of the Content displayed on the Web Site is Copyright © 2017 ECPAGES LLC, having its registered and records office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, USA. All Rights Reserved or copyright of our Content providers, as the case may be.
2.2 Limits on Use - The Web Site is for your personal, non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content, information, software, products or services obtained from the Web Site by any means whatsoever.
2.3 Proprietary Marks – "ECpages.com" and/or other names of the Company’s products referenced herein are trademarks or registered trademarks of the Company. Other product and company names mentioned herein are the trademarks of their respective owners.
2.4 Limits on Use of Content - No Content displayed on the Web Site may be reproduced, copied, videotaped, and/or audiotaped in any form or by any means whatsoever, in whole or in part, without the prior written consent of the applicable copyright holder.
3. LICENSE TO THE COMPANY
3.1 License to Company in Communications - By posting messages, uploading files, inputting data, or engaging in any other form of communication (the "Communications") through the Web Site, you are granting the Company a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to: (i) Use, copy, sublicense, adapt, distribute, reproduce, modify, edit, transmit, publicly perform or display any such Communications or otherwise fully exploit such Communications in all media now known or hereafter developed; and (ii) Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the Communications.
The foregoing grants shall include the right to exploit any proprietary rights in such Communications, including but not limited to rights under copyright, trademark, servicemark or patent laws under any relevant jurisdiction.
3.2 Waiver of Rights Against the Company - You hereby waive all rights to any claim against the Company for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with such Communications.
3.3 Communications not Confidential - You acknowledge that Communications involving the Web Site are not confidential and that Communications may be read or intercepted by others. You acknowledge that by submitting Communications to the Company, no confidential, fiduciary, contractually implied or other relationship is created between you and the Company other than pursuant to this Agreement.
4. LIMITATION OF LIABILITY
4.1 No Endorsement by the Company of Internet information - You understand that the Company does not operate, control, or endorse any information, products or services on the Internet in any way nor does the Company represent or endorse the accuracy or reliability of any advice, opinion, statement or other Content displayed or distributed through the Web Site. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or Content shall be at your sole risk. You agree that the Company shall not be liable for any cost or damage arising either directly or indirectly from any such opinions, advice, services, merchandise and other Content. You understand further that the Internet contains unedited materials, some of which are sexually explicit or may be offensive to you, that you access such materials at your own risk and that the Company has no control over and accepts no responsibility whatsoever for such materials.
4.2 No Liability - You agree that in no event will the Company, its affiliates, or the Company’s or its affiliates’ respective officers, directors, employees, representatives, associates, agents and contractors be liable for: (i) any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the Web Site, or any Content or transactions provided on the Web Site, even if the Company, its affiliates or its authorized representatives have been advised of the possibility of such damages; or (ii) any claim attributable to errors, omissions, or other inaccuracies in the Web Site and/or Content, materials or information downloaded through the Web Site; or (iii) any injury, sickness, disease, death, damages, claims, or liability arising out of or attributable to the use by anyone of the Web Site or of any hardware, including any television set, monitor, or screen, arising out of or attributable to use by anyone of such hardware for the purpose of accessing and/or viewing the Web Site.
You undertake and agree to ensure that all persons you authorize to use the Web Site have read and will comply with the terms and conditions of this Agreement and are solely responsible and liable for actions which are in contravention of this Agreement or any applicable law. You agree to indemnify, defend and hold harmless the Company, its affiliates, and the Company’s and its affiliates’ respective officers, directors, employees, representatives, associates, agents and contractors from and against all losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from any violation of this Agreement or any activity related to the Web Site (including negligent or wrongful conduct) by you, by any persons allowed by you to access the Web Site or by any other person accessing the Web Site or services provided pursuant to the Web Site using your identification or password. The provisions of this paragraph are for the benefit of the Company, its affiliates, and the Company’s and its affiliates’ respective officers, directors, employees, representatives, associates, agents, and contractors. Each of these entities or individuals shall have the right to assert and enforce these provisions directly against you on its own behalf.
The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you shall have no further obligation to provide indemnification for such matter.
6.1 Severability - If any part of this Agreement is held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect.
6.2 Governing Law - This Agreement and your use of the Web Site shall be governed by the laws of the State of Delaware, USA and the laws of USA applicable therein.
6.3 Exclusive Jurisdiction - You agree that exclusive jurisdiction for any claim or dispute resides in the courts of the State of Delaware, USA. You further agree and expressly consent to attorn to the jurisdiction of the courts of the State of Delaware, DE, USA, in connection with any dispute or claim involving you, the Company, the Company’s affiliates, or the Web Site.
6.4 Assignment – The Company may assign its rights under this Agreement and its ownership of the Web Site or any interest therein at any time without notice to you. You may not assign your rights under this Agreement to anyone.
6.5 No Waiver - No failure or delay by the Company in exercising any right, power or privilege as provided in this Agreement or at law shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any other right, power, or privilege. The Company’s rights and remedies hereunder are cumulative and not exclusive of any rights or remedies otherwise provided by law.
6.6 Headings - The headings and sub-headings given to portions of this Agreement are intended for reference only and shall not affect the construction or interpretation of this Agreement.
6.7 Modification by the Company - This Agreement, as modified from time to time by the Company, including any links referred to in and forming an integral part of this Agreement, shall constitute the entire agreement between the Company and you and any of your users of the Web Site.
6.8 Printed Version of Agreement - A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement or the Web Site to the same extent and subject to the same conditions as other business documents and records generated and maintained in printed form by the Company.
6.9 Survival of Certain Sections - The sections of this Agreement appearing under the headings "No Representations or Warranties by the Company", "Trademarks and Copyrights", "Waiver of Rights Against the Company", "Limitation of Liability", "Indemnity", "Miscellaneous" and "Glossary" shall survive the termination of this Agreement.
6.10 Notices – Notices by the Company to you may be given by means of electronic messages through email or by a general posting on the Web Site.
The following is a glossary of terms used in this Agreement:
"Agreement" means this agreement as it may be amended from time to time by the Company.
"Content" means information, communications, software, pictures, video, graphics, music, sounds and other materials and services, regardless of its source.
"Internet" means the worldwide network of computer networks that are connected to each other using specific protocols, which provide for file transfer, electronic mail, remote login, database access, and other services.
"Company" means ECPAGES LLC, a Delaware, DE, USA Limited Liability Company, and its successors and assigns.
"You", "you", "Your" or "your" means the person who enters into this Agreement with the Company by use of the Web Site and who is ultimately responsible for all activities with respect to use of the Web Site.
"Personal Information" includes name, physical address, e-mail address, website address and such other similar information as may be appropriate in or required by specific circumstances.
All rights not expressly granted in this Agreement are reserved without limitation by ECPAGES LLC.