Convenience and Information. The content and information posted by us on any EOS Web Property may be used only for informational, personal or other purposes authorized by us. We attempt to ensure that information on the EOS Web Properties is complete, accurate and current. Despite our efforts, information on the EOS Web Properties may occasionally be inaccurate, incomplete or out-of-date. By merely providing you access to and use of the EOS Web Properties, we do not warrant or represent that: (i) any statement, document, image, graphic, logo, design, tool, advice, audio, video, software, data, or any other information or other content provided from or viewable on, contained in or downloadable from the EOS Web Properties (collectively, the “Content”) is accurate or complete; (ii) that the Content is up-to-date or current; (iii) that we have any obligation to update any Content; (iv) that the Content is free from technical inaccuracies or programming or typographical errors; (v) that the Content is free from changes made by a third party; (vi) that your access to the EOS Web Properties will be free from interruptions, errors, computer viruses or other harmful components; and/or (vii) that any information obtained in response to comments or questions asked through the EOS Web Properties is or will be accurate or complete.
Account Access. We may require you to create an account to access some or all of the EOS Web Properties.When creating your account, you represent and warrant to us that the information you provide is accurate and complete in all respects. All user accounts must be associated with an individual email. You should choose a strong and secure password and maintain the confidentiality of your password. Should you believe your password or security for any EOS Web Property has been breached in any way, you must immediately notify us at: [email protected]. Only one log in can be used per user account and generic or shared emails cannot be used for accounts. unless expressly authorized by us. Users who create an account are responsible for any activity that occurs through their account. To maintain control over the account and prevent anyone from accessing the account, do not reveal your account information or password or details of any payment method associated with your account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We may terminate your account or place your account on hold in order to protect you, EOS Worldwide, our affiliates or our partners from identity theft or other fraudulent or criminal activity. You must also notify us immediately upon learning of any unauthorized access or use of your account or your access credentials or any other breach of security in any way related to your use of the EOS Web Properties. Except as may be expressly permitted by us, you may not use anyone else’s access credentials, or account at any time.
Your use of any Proprietary Materials, and any goodwill created thereby, shall inure solely to our benefit. You shall not at any time acquire an ownership interest in the Proprietary Materials by virtue of any use you may make of the Proprietary Materials. Any license or other rights to use any Proprietary Materials does not confer any goodwill, title or interest in the Proprietary Materials to you, and nothing on the EOS Web Properties should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our, or our affiliates’ or licensors’, trademarks, service marks, logos, copyrighted materials or any other Proprietary Materials without our prior express written permission in each instance. You shall not, at any time, contest the validity or ownership of any of Proprietary Materials or assist any other person in contesting the validity or ownership of any Proprietary Materials. We make no proprietary claim to any third-party names, trademarks or service marks appearing on or within any EOS Web Property. Any third-party names, trademarks and service marks are the property of their respective owners and are used by us under license or applicable law.
The Content, including all text, graphics, charts, pictures, tools, photographs, videos, images, line art, icons and renditions, are copyrighted or trademarked by, or otherwise licensed to, us or our Content suppliers. We also own a copyright in a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the “Collective Work”). All software used on or within the EOS Web Properties is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content, any Proprietary Materials or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content (including the software), any Proprietary Materials or the Collective Work.
You are solely responsible for any damages resulting from your infringement of our or any third party’s intellectual property rights or any other harm incurred as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using the Proprietary Materials, the Content (including any software) or the Collective Work for purposes that are contrary to our Terms and Conditions.
Your Use of the Content.
Subject to your compliance with our Terms and Conditions, including Section 6 below, and subject to and without limiting any additional and applicable terms and conditions regarding the use of certain Content, we grant you a limited license to access and use the EOS Web Properties for your internal purposes only and to print, download or otherwise make use of downloadable Content that we make available through the EOS Web Properties from time-to-time for your internal purposes only. Without our express prior written permission in each instance, you may not (a) modify the Content, any Proprietary Materials or the Collective Work; (b) use the Content, any Proprietary Materials or the Collective Work outside of your own Business or for any other external business or commercial purposes; (c) decompile, reverse engineer, decode, adapt or disassemble the EOS Web Properties, any Content, Proprietary Materials or the Collective Work or otherwise attempt to derive or gain access to the source code for any of the EOS Web Properties, in whole or in part; or (d) distribute, license, lease, sell, resell, sublicense, transmit, stream, broadcast or otherwise transfer the Content, any Proprietary Materials or the Collective Work to another person or entity.
Except as otherwise permitted under the copyright laws of the United States, no other copying, publication or use of the Content, any Proprietary Materials or the Collective Work is permitted by you without our express prior written permission, which may be withheld in our sole discretion. You may not use any meta tags or any other “hidden text” using any of our name or trademarks, or frame or mirror any EOS Web Property, without our express prior written permission, which may be withheld in our sole discretion.
You may establish a link to our home page at eosworldwide.com or other pages we permit from time to time, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. Further, you may not establish a link in such a way that suggests any form of association, approval or endorsement on our part where none exists. Please refer to our EOS Worldwide IP/Branding Guidelines for more information. We reserve the right to withdraw linking permissions at any time and without notice, to remove any such links to any EOS Web Property. If you wish to link to or make any use of Content on any EOS Web Property other than as expressly permitted above, please contact [email protected].
You may gain access through our EOS Web Properties or at EOSW Events (as defined in our EOS Worldwide Events General Terms and Conditions) to certain information related to past, present or prospective customers, members, clients or others that may have a relationship with EOS Worldwide. Without limiting and in furtherance of Section 5 above, you may not, directly or indirectly, use or exploit your access to any such information for the purposes of engaging in any solicitation activities, including, for purposes of sending any mass e-mails or other forms of mass communication not expressly authorized by us. Please also refer to our EOS Worldwide Community Guidelines.
Additional Use Restrictions.
When accessing or using any EOS Web Properties or any Content, you may not: (i) remove, alter or obscure any specifications, warranties, or disclaimers or any copyright, trademark, digital watermarks, proprietary legends or other proprietary notices from any portion of the EOS Web Properties, any Content, Proprietary Materials or Collective Work; (ii) reproduce, archive, modify, translate, copy, prepare derivative works or improvements based upon, publicly display, publicly perform or otherwise exploit the EOS Web Properties or any Content, Proprietary Materials or Collective Work, or any aspect of them, except as expressly permitted by us; (iii) jeopardize or interfere with the correct functioning of the EOS Web Properties or our provision of the EOS Web Properties or any Content or Proprietary Materials or otherwise place an unreasonable load on, the EOS Web Properties (e.g., spam, denial of service attack, or viruses); (iv) input, upload, transmit, or otherwise provide to or through the EOS Web Properties or any Content or Proprietary Materials, any information or materials that are unlawful or injurious, or contain, transmit, or activate any material or programming routine designed to, or that may, interrupt, damage, destroy, surreptitiously intercept or expropriate any computer software, system, data, personal information, hardware or telecommunications equipment, including any software viruses or any other computer code, files or programs; (v) access or use the EOS Web Properties or any Content, Proprietary Materials or Collective Work through any interfaces or protocols other than those provided by or authorized by us, or bypass or breach any security device or protection used by the EOS Web Properties; (vi) make any alterations, additions or replacements, or attempt to impair any aspect of the EOS Web Properties or any Content, Proprietary Materials or Collective Work; (vii) use any computer code, data mining software, “robot,” “bot,” “spider,” “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to access any EOS Web Property or to copy any of the coding of the EOS Web Properties or any Content, any Proprietary Materials or Collective Work; or (viii) access or use the EOS Web Properties or any Content, any Proprietary Materials or Collective Work for purposes of competitive analysis, or the development, provision, or use of a competing software service or product.
When accessing or using any EOS Web Properties or any Content, any Proprietary Materials or Collective Work, even with permission to do so, you must also comply with our EOS Worldwide Community Guidelines and EOS IP/Branding Guidelines, as applicable.
Use of the EOS Web Properties may be subject to other limitations, such as, for example, limits on storage space and connections with the application programming interface, and including any such limitations as may be imposed by any third-party materials providers. Any such limitations should be specified by the applicable third-party materials provider.
Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials for the sole purpose of, and solely to the extent necessary, creating publicly available search indices of the materials on or within publicly available EOS Web Properties, but not caches or archives of such materials. We may revoke these exceptions either generally or in specific cases. You may not collect or harvest any personally identifiable information, including account names, from any EOS Web Property. You may not use any communication systems provided on any EOS Web Property (such as forums, messaging features or email) for solicitation purposes without our express prior written consent, which may be withheld in our sole discretion. You may also not solicit any users of any EOS Web Property via image, video, text, or any other method without our express prior written consent, which may be withheld in our sole discretion.
The EOS Web Properties and our products and services are not designed or intended for use or resale in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the product or services could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, we specifically disclaim any express or implied warranty of fitness for High Risk Activities.
User Content; Prohibited Data
The EOS Web Properties may now or in the future permit you to upload or post to the EOS Web Properties or otherwise submit to us various forms of Content, including such things as statements, reviews, ratings, opinions, text, graphics, questions, suggestions, messages, comments, feedback (including suggestions for improvements, enhancements, alterations, changes or revisions), ideas, notes, drawings, or any other content of any kind whatsoever (collectively, “User Content“). User Content may include private content, such as your business information submitted for transmission through, or inclusion on or within, any EOS Web Property (“Business Data”). User Content may also contain other content, such as posts, reviews, comments, and questions. In either case, we do not claim ownership in your User Content. However, by submitting, transmitting or posting any User Content in any form to us, in addition to other provisions of our Terms and Conditions, you automatically grant EOS Worldwide, its affiliates, successors and assigns, a perpetual, irrevocable, fully-paid, royalty-free, worldwide, non-exclusive, sublicensable and assignable right and license to (i) with respect to all User Content, including Business Data, (A) provide products and services to you or other users of your Business Accounts; (B) improve user experience, product development, internal research, artificial intelligence (“AI”) learning, and any other improvements to the EOS Web Properties and our businesses; (C) perform analytics for the purpose of providing feature insights and improve user experience; and (D) to create Aggregated Data, and (ii) with respect to User Content other than your Business Data, to use, copy, reproduce, modify, adapt, publish, edit, translate, create derivative works from, transmit, distribute, publicly display and publicly perform, in any media whatsoever, any such User Content on any website or other EOS Web Properties owned or operated by, and in any related marketing materials produced by, for or on behalf of EOS Worldwide and/or its affiliates, successors and assigns, without further notice to you, or consent from you, and without any requirement to pay anything to you or anyone else. As used herein, “Aggregated Data” means all data resulting from the aggregation, calculation, analysis or compilation of data from sources within the EOS Web Properties; provided that (i) such resulting data does not identify you or any individual or entity as the source of any such data; (ii) the identities of any individual or entity is not disclosed by or discernable from the resulting data; and (iii) the resulting data does not include any data, information, content or other materials that you submitted within the EOS Web Properties about your business. You will not have or obtain any rights in or to any form, media, or technology incorporating any of your User Content. You also grant to EOS Worldwide and its affiliates, successors and assigns the right to incorporate your User Content into other works in any form, medium or technology, whether now known or later developed, for the full term of any copyrights, trademarks, and other intellectual and proprietary rights (collectively, “Rights“) that may exist in that User Content. By uploading, posting or otherwise publishing any User Content, you also warrant to us that either you own all Rights in your User Content or all third-party holders of Rights in your User Content have validly and irrevocably granted to you the right to grant the rights and licenses set forth above, and that no such User Content will infringe, misappropriate or violate any third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You further acknowledge that EOS Worldwide and its affiliates, successors and assigns will be entitled to unrestricted use of your User Content (other than your Business Data) and any Aggregated Data for any purpose whatsoever, commercial or otherwise, subject to applicable law.
Without limiting other restrictions included in our Terms and Conditions, you may not submit, download, store, or otherwise use or process any data, information, content or other materials on, through or in connection with the EOS Web Properties, including any User Content, that: (i) violates any law or agreement; (ii) you do not have the consent or right to disclose (such as personal information or confidential information of others (including your employer)); (iii) promotes criminal or illegal activities, or promotes or constitutes inappropriate language, or discrimination based on race, color, gender, religion, nationality, disability, sexual orientation or age; (iv) is libelous, defamatory, disparaging, offensive, infringing, inaccurate, false, misleading, or contrary to public policy; (v) may reflect poorly on us, any EOS Worldwide franchisee or end user, or our service providers or partners, or bring us, any EOS Worldwide franchisee or end user, or our service providers or partners negative publicity; or (vi) constitutes Sensitive Data (each of the foregoing, “Prohibited Data“). Our EOS Web Properties are designed to store only basic information about individuals, such as name, address, phone, and email. You may not store within the EOS Web Properties, any credit card numbers, expiration dates, billing addresses, cardholder names, social security numbers, passport numbers or other government issued ID numbers, health or medical information, financial account information or other information which a reasonable person would recognize as being highly sensitive (“Sensitive Data“). You are solely responsible for reviewing all data, information, content and other materials that you process, download, store or otherwise use or process on, through or in connection with the EOS Web Properties, and will ensure that no such data, information, content or other materials constitutes or contains any Prohibited Data.
We do not have any obligation to regularly review any data, information, contents or other materials that you submit, download, store or otherwise use or process; however, we (including our site moderators and agents) may from time-to-time and at any time, in our sole discretion, review and remove from the EOS Web Properties or our systems any data, information, content (including any User Content) or other materials that we deem to be Prohibited Data or that we otherwise deem inappropriate, whether submitted, downloaded, stored, or otherwise used or processed by you. Please remember that, even if we review your User Content, you are solely responsible for your User Content and the consequences of uploading, posting or publishing it. Without limiting the foregoing, if we believe, in our sole opinion, that any User Content violates our Terms and Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the EOS Web Properties or the public or could create liability for us, we have the right to: (i) take any action we deem necessary or appropriate, in our sole discretion, (ii) take appropriate legal action, including referral to law enforcement for any illegal or unauthorized use of any EOS Web Property; and/or (iii) terminate or suspend your access to any EOS Web Property. Notwithstanding anything to the contrary, we assume no liability for any action or inaction regarding transmissions, submissions or postings by you or any other user or third party.
We do not endorse any User Content or any opinion, recommendation, or advice expressed on or through the EOS Web Properties, and we expressly disclaim any and all liability in connection with User Content.
Updates. We may make changes to the EOS Web Properties, the Content, any Proprietary Materials or our Terms and Conditions or stop providing any of the EOS Web Properties, or any aspect thereof, at any time and without further notice to you. We will try to update the EOS Web Properties with any changes to our Terms and Conditions, and you are encouraged to review our Terms and Conditions frequently (the date of the most recent revision to our Terms and Conditions appears at the beginning of our Terms and Conditions). Your continued access to or use of the EOS Web Properties after such posting constitutes your consent to be bound by our Terms and Conditions, as amended.
Support. To find more information about our support for our EOS Web Properties, please visit the EOS Support and Maintenance Terms of Service. In certain instances, customer support may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. We may also access your account and other data to perform support services. In no event will we modify, alter, or otherwise manipulate all or any portion of your data without your approval.
Notices; Electronic Communications.
You agree that we may provide notices and messages to you in the following ways: (i) within the EOS Web Properties, or (ii) sent to the contact information that you provide to us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date. By using the EOS Web Properties, you consent to receive these electronic transactional communications from us. You also agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. Please review your settings to help control and limit messages you receive from us.
We, our affiliates, service providers, or the EOS Web Properties may also send operational emails including, without limitation, billing emails, account activity emails, and service updates, electronically. These operational emails may be required to provide the EOS Web Properties and therefore, we may not provide an ability to opt-out from receiving these types of communications.
For general inquiries, you may contact us online. For legal notices or service of process, you may write to us at EOS Worldwide, LLC, Attn: EOS Worldwide Legal, 2254 Cole Street, Suite 130, Birmingham, MI 48009, [email protected].
Any mobile application(s) that we make available (the “Apps”) are licensed, not sold, to you. Your license to use the Apps is granted by us and is subject to your prior acceptance of our Terms and Conditions and your agreement that our Terms and Conditions will apply to the Apps that you license. Any App that is subject to the license granted under our Terms and Conditions is referred to herein as a “Licensed Application.” We reserve all rights in and to any Licensed Applications not expressly granted to you under our Terms and Conditions.
The terms of this license will govern any updates to the Licensed Application, unless such update is accompanied by a separate license, in which event the terms of that license will govern.
If you wish to make a transaction through the EOS Web Properties (such as purchase a subscription or membership or purchase an item from the EOS Online Store), you may be asked to supply certain relevant information, such as your name, your credit card number and its expiration date, your billing address, CVV number, and your shipping information (as applicable, your “Payment Information”). You represent and warrant that you have the right to use any credit card or other payment information that you submit in connection with a transaction. By submitting such Payment Information, you grant to us the right to provide such information to third party processors for purposes of facilitating transactions. Information that you provide may need to be verified before your transaction can be acknowledged or completed; provided that, for the avoidance of doubt, the failure to verify any information will not invalidate or nullify any transaction.
We may, in our sole discretion and without prior notice, but subject to applicable law: (i) limit the available quantity of or discontinue making available any product, service, membership, or subscription; (ii) impose conditions on the honoring of any coupon, discount or similar promotion; or (iii) bar any user from making any transaction or refuse to provide any user with any product, service, membership, or subscription in accordance with our Terms and Conditions. Cancellations, refunds, and exchanges are subject to our applicable cancellation, refund, and exchange policies in effect from time-to-time, including such policies set forth in our Terms and Conditions and any other terms that may be provided to you or made available separately.
By engaging in any transaction through the EOS Web Properties, you are confirming that you want the transaction to take effect immediately and that by doing so, you are hereby waiving any and all cancellation rights under applicable laws (e.g., the EU Consumer Rights Directive (2011/83/EU) and/or any national laws implementing it). Notwithstanding the foregoing, you will still be eligible for refunds, exchanges, and cancellations that are set forth in our applicable cancellation, refund, and exchange policies.
We use independent third-party service providers to process payments for purchases made through the EOS Web Properties. We do not process your payments ourselves, but instead transfer you to a secure network provided by our third-party payment processor through which all transactions are processed. Payment processing companies may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies of the payment processing companies. For more information regarding the terms and conditions that may apply, visit that processor’s website, and click on its information links or contact that processor directly. You release us and our payment processing company(ies) from any damages that you may incur and agree not to assert any claims against us or them, arising from your purchase through or use of the EOS Web Properties or Content.
User credit card information is securely hosted within the secured network provided by our third-party payment processor and can only be accessed via a “token” stored outside of the EOS Web Properties. This means that our systems neither see nor access credit card information at any time and are not in PCI-DSS scope.
You agree that your purchase of any subscription, membership or other good or service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written statements made by us or any of our employees or other representatives regarding future functionality or features.
Access to the Internet.
To the extent made available, you may have access to EOS wireless high-speed Internet networks (the “Wi-Fi System”), which is provided “free of charge” as a courtesy to you, in accordance with our Terms and Conditions. You acknowledge that the ability to provide free access to any Wi-Fi System is based on the indemnifications, lack of warranty, limitation of liability and other terms specified in our Terms and Conditions and would require a substantial charge if any of these provisions were unenforceable.
We are not responsible for screening or restricting access to any Content placed on or accessible through the Internet. We are also not responsible for screening or restricting communications between parties via the Internet. You acknowledge that, if you access the Internet, you may receive or be exposed to content, goods or services which you consider to be improper, inaccurate, misleading, defamatory, obscene or otherwise offensive. You agree that we are not responsible or liable for any action or inaction with respect to any content on the Internet accessible through the Wi-Fi System whatsoever. We may, in our sole discretion, monitor and/or log all activity on the Wi-Fi System.
Security; Data Backups.
We shall adopt and maintain commercially reasonable measures to help ensure that the security of our EOS Web Properties meets relevant industry standards. While we will provide reasonable precautions to protect your information, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, interruption, interception or error.
No Warranties on the EOS Web Properties. Unless otherwise expressly provided in our Terms and Conditions, we make no warranty concerning any of the EOS Web Properties, Content and/or any User Content, including, but not limited to, with respect to any delay, failure, interruption, or corruption of any data, or any other information transmitted in connection with the use of the EOS Web Properties. You expressly agree that your use of the EOS Web Properties is at your sole risk. The EOS Web Properties, Content and User Content are provided “AS IS” and “AS AVAILABLE” for your use, without warranties from us of any kind, either express or implied, unless these warranties are legally incapable of exclusion, or we expressly provide otherwise in our Terms and Conditions. We make no representations or warranties that the EOS Web Properties, Content, User Content or any products, services or results of the use thereof, will meet your or any other person’s requirements, achieve any intended result, be compatible or work with any software, system, or other services, be secure, accurate or complete, or will remain uninterrupted or error-free, that defects will be corrected, or that the web pages accessible on or through the EOS Web Properties, or the servers used in connection with the EOS Web Properties, are or will remain free from any viruses, worms, time bombs, drop dead devices, or other harmful components. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. We also do not guarantee that you will be able to access or use the EOS Web Properties at times or locations of your choosing, or that we will have adequate capacity for the EOS Web Properties as a whole or in any specific geographic area. You are responsible for configuring your technology to access the EOS Web Properties and should use and maintain your own antivirus software.
Statements and Advice. If any statements or advice, technical or otherwise, are offered or given by employees, franchisees, licensees, representatives, or agents of EOS Worldwide, such statements or advice will be deemed to be given as an accommodation and without charge, and EOS Worldwide will have no responsibility or liability for the content or use of any such statements or advice.
Indemnification. You agree to defend, indemnify, and hold harmless EOS Worldwide and its affiliates, subsidiaries, parent company, and any of their respective officers, directors, administrators, agents, participants, attorneys, employees, executors, heirs, predecessors, successors, assigns, licensors, service providers, franchisees, licensees, and representatives, and each person acting by, through, under or in concert with any of such parties, from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) assessed or incurred by any of them, directly or indirectly, with respect to or arising out of: (a) your failure to comply with our Terms and Conditions; (b) your breach of your obligations under our Terms and Conditions; (c) your use of the rights granted hereunder, including, but not limited to, any claims made by any third parties; (d) your violation of any law or the rights of a third party; (e) any dispute or issue between you and any third party; (f) any claim that any comment or other information that you provide through the EOS Web Properties (including your User Content) caused damage to or violated the rights of a third party; and (g) your negligence, gross negligence or willful misconduct. EOS Worldwide reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in that case, you agree to cooperate with our defense of that claim, at no cost or expense to us.
LIMITATION OF LIABILITY.
IN NO EVENT WILL EOS WORLDWIDE (INCLUDING OUR AFFILIATES, SUBSIDIARIES OR PARENT COMPANY), OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, ADMINISTRATORS, AGENTS, PARTICIPANTS, ATTORNEYS, EMPLOYEES, EXECUTORS, HEIRS, PREDECESSORS, SUCCESSORS, ASSIGNS, LICENSORS, SERVICE PROVIDERS, FRANCHISEES, OR OTHER REPRESENTATIVES, AND EACH PERSON ACTING BY, THROUGH, UNDER OR IN CONCERT WITH ANY OF SUCH PARTIES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OF USE, LOSS OF BUSINESS, LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS, DIMINUTION IN VALUE OR COST OF REPLACEMENT SERVICES, HOWSOEVER CAUSED, ARISING FROM YOUR USE OF OR INABILITY TO USE THE EOS WEB PROPERTIES, THE CONTENT OR ANY USER CONTENT PROVIDED IN CONNECTION WITH THE EOS WEB PROPERTIES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF (OR INABILITY TO USE) THE SAME. IN ADDITION, WE WILL NOT BE LIABLE FOR ANY NEGATIVE REPERCUSSIONS TO ANYONE BASED ON THE USE OF OR INABILITY TO USE THE EOS WEB PROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY LOST GOODWILL OR LOST PROFITS OR FOR ANY PERSONAL INJURY, DEATH OR DAMAGE TO PROPERTY. WE ARE NOT RESPONSIBLE FOR INACCURACIES OR ERRORS IN OR OMISSIONS FROM THE CONTENT OR USER CONTENT, OR ANY INTERRUPTIONS, OR LOSS OR DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR BY REASON OF NONPERFORMANCE, OR FOR ANY LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY. REMEDIES UNDER OUR TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN OUR TERMS AND CONDITIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANY OTHER APPLICABLE LIMITATIONS OF LIABILITY, OUR ENTIRE LIABILITY TO YOU OR ANY THIRD PARTY WILL BE LIMITED TO THE GREATER OF THE AMOUNT THAT YOU PAID TO EOS WORLDWIDE FOR OR RELATING TO THE EOS WEB PROPERTIES WITHIN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CLAIM AROSE, IF APPLICABLE, OR $100.00. THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND EOS WORLDWIDE AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G., WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, CONTRACT AND LAW) REGARDLESS OF WHETHER WE OR ANY OTHER PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
IN ADDITION, THE EOS WEB PROPERTIES MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES AND SERVICES THAT ARE NOT OWNED OR CONTROLLED BY US. WE HAVE NO CONTROL OVER SUCH WEBSITES AND SERVICES, ARE NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH WEBSITES AND SERVICES, AND DO NOT ENDORSE AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS, FEATURES, SERVICES, INFORMATION OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH WEBSITES OR SERVICES, OR ANY WEBSITES THAT THEY MAY LINK TO (COLLECTIVELY, “THIRD-PARTY CONTENT”). ACCORDINGLY, IN NO EVENT WILL EOS WORLDWIDE (INCLUDING OUR AFFILIATES, SUBSIDIARIES OR PARENT COMPANY), OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, ADMINISTRATORS, AGENTS, PARTICIPANTS, ATTORNEYS, EMPLOYEES, EXECUTORS, HEIRS, PREDECESSORS, SUCCESSORS, ASSIGNS, LICENSORS, SERVICE PROVIDERS, FRANCHISEES, LICENSEES, OR REPRESENTATIVES, AND EACH PERSON ACTING BY, THROUGH, UNDER OR IN CONCERT WITH ANY OF SUCH PARTIES, 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 THIRD-PARTY CONTENT.
NO CLASS ACTIONS. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THEREFORE, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS OR ANY SIMILAR PROCEEDINGS. BY USING ANY EOS WEB PROPERTIES, YOU CONSENT TO THESE RESTRICTIONS.
We own, protect and enforce copyright and other rights in our own intellectual property, and respect the intellectual property rights of others. We will respond to allegations of copyright infringement in accordance with the Digital Millennium Copyright Act (the “DMCA“). Under the DMCA, a copyright owner may file a takedown notice with us of alleged copyright infringement. During this process, we will take down the alleged infringing content, and take reasonable steps to contact the owner of the removed content so that a counter-notification may be filed, if appropriate. If a valid counter-notification is filed, we typically will restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. We may provide copies of such notices to the affected parties or to any other third parties, in our discretion and as required by applicable law.
When notifying us of potential infringement, you must include the following information: (i) identification of the copyrighted work(s) claimed to have been infringed and the material that is to be removed; (ii) information reasonably sufficient to permit us to locate the allegedly infringing material on the EOS Web Properties; (iii) contact information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, or email address; (iv) a statement that the complaining party has a good faith belief that use of the material is in fact infringing; (v) a statement, made under penalty of perjury, that the information set forth in the notification is accurate; and (vi) the signature, physical or electronic, of the copyright owner or a person authorized to act on his, her or its behalf.
Notice of alleged infringement must be sent by email to our DMCA Agent, at [email protected], or by certified mail, marked “Copyright Infringement”, Attn: DMCA Agent, at EOS Worldwide, 2254 Cole Street, Suite 130, Birmingham, MI 48009.
Before filing a notice of copyright infringement, please make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees if you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, please seek the advice of legal counsel.
To file a counter-notification with us, please provide the DMCA Agent with a written communication containing the following: (i) identification of the allegedly infringing material that was removed or disabled; (ii) a statement, made under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (iii) your name, address, email address, and telephone number; (iv) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district where you live, and that you will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (v) the signature, physical or electronic, of you or a person authorized to act on your behalf.
Termination of EOS Web Properties. We may suspend or terminate your right to access or use portions of the EOS Web Properties, without notice, for conduct that we believe violates our Terms and Conditions, any of our other policies or procedures, and/or is harmful to other users of the EOS Web Properties, to us, to our partners, to our contributors, to the business of our Internet service provider, to other information providers, or as we otherwise deem appropriate, in our sole discretion.
Additional Remedies. You acknowledge that your conduct that is inconsistent with our Terms and Conditions may cause us irreparable damage for which remedies other than monetary relief may be inadequate. In that event, you agree that we may seek injunctive or other equitable relief to restrain such conduct without the necessity of proving actual harm or posting a bond.
Governing Law; Jurisdiction and Venue. You agree that all matters relating to your access to, or use of, the EOS Web Properties will be governed by the laws of the State of Michigan, without regard to any conflict of laws principles. You further agree that: (i) each service provided by EOS Worldwide will be deemed to be solely based in the State of Michigan; and (ii) our provision of the EOS Web Properties will be deemed a passive service that does not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Michigan. You agree to submit to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Michigan with respect to any and all such matters. This section shall not deprive you of any mandatory consumer protections under the law of the country to which we direct services to you, where you have your habitual residence. The United Nations Convention for the International Sale of Goods will not apply to our Terms and Conditions or any transactions contemplated hereby.
The EOS Web Properties are General Use Sites. The EOS Web Properties are general use sites. Therefore, they are not targeted toward users within in state, country, or other local, and are not targeted to children under the age of 16 or Legal Age. We make no representation that any materials on the EOS Web Properties are appropriate or available for use in jurisdictions that are outside the United States. Access to the EOS Web Properties from jurisdictions where such access is illegal is prohibited. If you choose to access the EOS Web Properties from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.
Export Regulation. Our EOS Web Properties may be subject to United States export control laws, including the US Export Administration Act and its associated regulations. No software may be downloaded from the EOS Web Properties or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using our software is at your sole risk.
Force Majeure. EOS Worldwide will not be liable for any failure to fulfill its obligations under our Terms and Conditions or for delays in completing any transaction or providing any service that is due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, pandemics, viral outbreaks, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. EOS Worldwide’s time for performance of any such obligation will be extended for the time period of such delay or EOS Worldwide may, at its option, cancel any order, subscription or remaining part thereof, or use of or access to the EOS Web Properties, without liability by giving written notice of such cancellation to you. No penalty of any kind will be effective against EOS Worldwide for any such delays in performance.
Interpretation. The headings in our Terms and Conditions are for reference only and do not affect the interpretation of our Terms and Conditions. Our Terms and Conditions are to be construed without regard to any presumption or rule requiring construction or interpretation against a party drafting an instrument or causing any instrument to be drafted. For purposes of our Terms and Conditions: (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to our Terms and Conditions as a whole. Unless the context otherwise requires, references herein: (x) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time-to-time to the extent permitted by the provisions thereof; and (y) to a statute means such statute as amended from time-to-time and includes any successor legislation thereto and any regulations promulgated thereunder.
Assignment; Severability. No rights, duties, agreements, or obligations hereunder may be assigned or transferred by either party, by operation of law, merger or otherwise, without the prior written consent of the other. Notwithstanding the foregoing, EOS Worldwide’s obligations may be performed by subsidiaries or affiliates of EOS Worldwide, and we may assign our agreements herein with you to any entity that succeeds to all or substantially all of our business or assets related to the applicable EOS Web Properties, without your consent to the fullest extent permitted by applicable law. The obligations, rights, terms, and conditions hereof will be binding on the parties hereto and their respective successors and permitted assigns. Any attempted or purported assignment, delegation, or transfer in violation of this Section will be void and without force or effect. Any provision hereof which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
No Third-Party Beneficiaries. The provision of the EOS Web Properties is for your sole benefit and nothing herein, express or implied, is intended to or will confer upon any other person acting by, through or in connection with you, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of our Terms and Conditions.
Publicity. Unless otherwise specified by you, we may identify you as a user or customer and we may use your name, corresponding trademark or logo or testimonials you provide on our website and/or in our customer lists, blogs, and other marketing materials or public communications. To request removal of this identification, please notify us in writing at [email protected] , or our address found above.
Amendment and Modification; Waiver. We may modify our Terms and Conditions and our fees from time-to-time. If we make material changes, we will provide you with notice through the EOS Web Properties, or by other means, so that you will have the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. It is your responsibility to read any modified or updated terms. If you object to any changes, you may close your account and stop using the EOS Web Properties. Your continued use of the EOS Web Properties after we publish or send a notice about any such changes means that you are consenting to the modified or updated terms as of their effective date. To the extent any such modified or updated Terms and Conditions are inconsistent with or conflict with our Terms and Conditions, such modified or updated terms will control. No waiver by any party of any of the provisions of our Terms and Conditions will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in our Terms and Conditions, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from our Terms and Conditions will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege under our Terms and Conditions preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Entire Agreement; Additional Agreements and Third-Party Agreements.
In addition to our Terms and Conditions, in connection with your use of the EOS Web Properties, you may be subject to, and/or required to agree to, various policies, procedures, guidelines, rules, schedules, disclosures, disclaimers and other terms that we may provide or make available to you from time-to-time that relate to the EOS Web Properties that we provide and that are owned or controlled by us (collectively, “Additional Agreements“). Additional Agreements include, as applicable, EOS Worldwide franchise agreements and intellectual property license agreements, or other agreements contemplated or otherwise incorporated herein by reference. All references to URLs or any hyperlinks in our Terms and Conditions include such other URLs as we determine or amend regarding the applicable service, terms, or agreement. Our Terms and Conditions, together with any such other documents, policies, and Additional Agreements, constitute the sole and entire agreement of the parties with respect to your use of the EOS Web Properties and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
You may also be subject to other terms of third-parties who provide goods or services on or through the EOS Web Properties that are not owned or controlled by us, such as, for example, third-party payment processors. These additional third-party agreements are not included in the Additional Agreements, and we make no representations regarding such additional third-party agreements. Such third-party agreements and applications are provided “AS IS” and your use of the EOS Web Properties is subject to their terms.
OUR TERMS AND CONDITIONS APPLY NOTWITHSTANDING ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN ANY PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION THAT YOU MAY PROVIDE, ALL OF WHICH ARE EXPRESSLY REJECTED. OUR TERMS AND CONDITIONS MAY ONLY BE WAIVED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EOS WORLDWIDE. NEITHER EOS WORLDWIDE’S ACKNOWLEDGMENT OF A PURCHASE ORDER NOR EOS WORLDWIDE’S FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER OR OTHER DOCUMENT WILL BE DEEMED AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF OUR TERMS AND CONDITIONS.