eRPM TERMS AND CONDITIONS
OF USE AGREEMENT
TThe following Terms and Conditions of Use Agreement (hereinafter referred to as "Agreement") describes the terms and conditions of use for any individual or entity (hereinafter referred to as "Customer") using the Service offered by eRPM. (hereinafter referred to as "eRPM" or "Service"). Upon account creation or any modifications of features to the account, Customer must accept this agreement.
Customer acknowledges and agrees that eRPM reserves the right to change the Agreement at any time and without notice. eRPM shall post any revised Agreement online and any such revised Agreement shall control the use of the Service subsequent to such posting. Customer is solely responsible to know and follow the requirements of the Agreement. Continued use of the Service constitutes Customer acceptance of any changes in the Agreement.
SECTION I.
Description of Service. eRPM’s service consists of a web-based request for proposal management system for business and individuals offering our Customers the ability to manage and create their request for proposal on secure storage that is maintained by eRPM. This rerquest for pproposal and files will then be accessible by Customers from any Internet connected computer running a eRPM supported browser. Additional features of the Service may be added from time to time.
THE eRPM SERVICE IS DESIGNED TO ONLY BE ACCESSIBLE THROUGH USE OF CUSTOMER'S USERNAME AND PASSWORD. EXCEPT AS REQUIRED BY LAW, eRPM WILL NOT GRANT OR ALLOW ACCESS TO ANY OF CUSTOMER'S DATA TO ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY AGENT, SUCCESSOR, ASSIGN, FAMILY MEMBER, OR FIDUCIARY OF CUSTOMER WHO DOES NOT HAVE CUSTOMER'S USERNAME AND PASSWORD.
SECTION II.
License and Use Subsequent to a successful account signup, Customer will have access to the eRPM server(s) that was selected during account signup. Customer will also be provided other features that were selected at account signup. Customer will be provided bandwidth to facilitate the uploading and downloading of Customer's data, which in eRPM's sole discretion is sufficient for the account features being purchased. Should the Customer bandwidth usage be in excess of that typically used by an account with those features, eRPM has the right to adjust the account to a larger account more appropriate for the bandwidth requirement and charge applicable fees or alternately the Customer may terminate the account. Any refunding of fees for the termination for this reason shall be in the sole discretion of eRPM. Customer is responsible for any hardware, software, communications equipment or other services that are required to access the eRPM service. This includes, but is not limited to, any connection costs for Internet access. While eRPM will make every reasonable effort to allow continuous access to the Service, eRPM reserves the right at any time and from time to time to modify or discontinue the Service. Customer agrees that eRPM will not be liable for any damages claimed by Customer as a result of any disruption or cancellation of the Service. Furthermore, while eRPM will make every reasonable effort to maintain backups of Customer data, Customer understands and agrees that Customer may not rely solely on eRPM for storage and/or maintenance of data. Customer will take appropriate measures to maintain and shall be solely responsible for backup in hard copy form as appropriate. Customer agrees that eRPM will not be held liable for any damages claimed as a result of Customer's data not being available through the Service for any reason whatsoever. Customer acknowledges that access to the eRPM service is through the Internet and/or through telephony devices which are not controlled by eRPM and eRPM shall not be responsible or liable to Customer with regard to any damage or loss of data of Customer as a result of any failure of the Internet or any third party providers of telephony or other services.
Customer understands and agrees that accessing files in eRPM infected with viruses, Trojan horses, worms, time bombs or certain other programming routines can interrupt, destroy, or limit the ability of Customer's computer hardware or software to work correctly, and eRPM shall not be responsible or liable to Customer for any damage or loss of data resulting from accessing files so infected.
SECTION III.
Customer's obligations regarding Use of Service Customer is responsible for password confidentiality and any and all access and activities to or regarding Customer's account. Should Customer believe that their account security has been breached, they will notify eRPM immediately. Customer agrees that eRPM will not be held liable for any damage which may be caused by any user, authorized or not, accessing Customer's account or data. Customer understands and agrees that Customer is solely responsible for any data uploaded, downloaded, E-mailed or otherwise transmitted via the eRPM service. Customer agrees that eRPM will, under no circumstances, be liable in any way for any errors in data transmission or storage.
Customer agrees that its username is to be used only for Customer's access to the eRPM service and not to be shared with other individuals. The username permits Customer to establish eRPM sessions from a single computer, and Customer understands that eRPM may terminate other active sessions using the same username from different computers. Customer represents and warrants that any data stored or distributed via Customer's account will not infringe on any copyright, patent, trademark, trade secret or other proprietary rights of any party; will not be unlawful, harmful, harassing, vulgar, obscene or otherwise objectionable; will not in any way violate the legal rights of others; will not harm minors in any way; will not contain viruses, Trojan horses, worms, time bombs or any other programming routines which might interrupt, destroy, or limit the ability of any computer hardware, software, or telecommunications routines to work correctly. Customer agrees not to attempt to gain unauthorized access to the eRPM service or to interfere with or disrupt the Service in any way. Any addition or any modification made by the Customer to the contents of the Web site becomes the exclusive property of eRPM and the Customer gives up any claims or rights of intellectual property and\or copyright.
Customer agrees that if Customer violates any of the above representations, warranties or obligations, that Customer will indemnify and hold harmless eRPM against any loss suffered by eRPM or any third party, as well as any claims or action arising from any unlawful or improper use of the eRPM service. Such indemnification shall include reasonable attorney's fees incurred by eRPM in defending its rights or any third party action resulting from Customer's acts or omissions. Customer agrees not to reproduce, copy or resell for any purpose any portion of the eRPM service. Customer acknowledges and agrees that there is certain proprietary and confidential information regarding delivery of the Service that may be protected by intellectual property laws and that Customer has a limited use license that is not transferable to another party without the written consent of eRPM. Furthermore, the license is not exclusive and upon termination of Customer's account for any reason, any right(s) regarding delivery of the Service or access to any eRPM information or Customer data will cease immediately.
SECTION IV.
Term and Termination The initial term for the account is annually, payable as defined in Section V of this agreement upon the expiration of the initial term or any renewal terms, and, unless otherwise terminated, the Agreement will be automatically renewed for the applicable term. Customer will be notified by E-mail thirty days (30) prior to subscription renewal for an annual account and will be provided with the current pricing for features being utilized by Customer. Accounts may be terminated by Customer by logging into their account, however, no amounts already paid will be refunded except at eRPM's sole discretion. eRPM reserves the right to change pricing of any feature at any time. Pricing information will be available on the WEB site of eRPM.
In the event eRPM, determines, in its sole discretion, that Customer has breached any of the terms and conditions of the Agreement, eRPM may terminate the Service and, in its sole discretion, may refund Customer any unearned Service fees.
Upon termination, for any reason, any and all Customer right to the Service ceases. eRPM will have no obligation to maintain any content in Customer's account or to forward any content to Customer or any third party.
SECTION V.
Payment of fees The eRPM Service as described in Section I of terms and conditions is offered for an annual Fee. The Fee will be paid to eRPM by thee selected online payment provider authorized by eRPM. eRPM reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days notice. This notice will be sent to Customer's e-mail that is also used as Customer's eRPM username for login purposes.
Annual accounts - The day and month Customer signs up for the Service is Customer's anniversary date. The Customer will automatically be charged applicable Fees on the day Customer signs up for or changes the Service. Thirty (30) days prior to Customer's anniversary date for an annual account, Customer will be sent an e-mail to the e-mail address that is also Customer's eRPM username indicating that Customer's authorized credit card will be billed applicable fees on the anniversary date.
Terms applicable to annual accounts - Customer's account will be considered delinquent if the Customer refuses for any reason to pay the amount billed to it. Access to Customer's account will be denied if it is delinquent, and if Customer's account is not brought current within sixty (30) days, eRPM shall have the right to delete all data stored by the Customer's.
SECTION VI.
Limitation of Liability and Limited Neither eRPM or its service providers shall be liable for any indirect, consequential, exemplary, special, incidental, personal injury or punitive damages, (including without limitation, lost business, revenue, profits, or goodwill) arising in connection with this agreement or the services hereunder (including any service implementation delays/failures), under any theory of tort, contract, warranty, strict liability, negligence, or any other legal or equitable theory, even if the party has been advised of or knew or should have known of the possibility of such potential damages.
Each party acknowledges and accepts the reasonableness of the foregoing disclaimer and limitations of liability. No cause of action under any theory which accrued more than one (1) year prior to the institution of a legal proceeding alleging such cause of action may be asserted by either Party against the other. For purposes of this Section, all references to eRPM or any other feature of eRPM and Customer include their respective Affiliates, End Users, agents, officers, directors, shareholders, employees, and Service Providers.
Because of the difficulty in ascertaining damages or even the true cause of such damages, it is agreed that eRPM's liability to the Customer for any losses or damages, whether direct or indirect arising out of the Agreement, shall in no case exceed Fees paid to eRPM for the prior twelve month period.
THERE IS NO OTHER WARRANTY, EXCEPT FOR THE EXPRESS WARRANTIES AND UNDERTAKINGS SET FORTH HEREIN, CUSTOMER'S USE OF THE SERVICES AND TECHNOLOGY IS AT ITS OWN RISK. ERPM, ON BEHALF OF ITSELF AND SUBCONTRACTORS, IF ANY, DOES NOT MAKE AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPIED WARRANTIES OF MERCHANTABILITY, OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. eRPM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. /p>
This limited warranty gives you specific legal rights; you may have other rights that vary from state/jurisdiction to state/jurisdiction. Additionally, some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in which event certain of the above limitations may not apply to you.
Customer is solely responsible for any third party claims arising from Customer's use of the Service and agrees to indemnify and hold eRPM, including its subsidiaries, affiliates, officers, directors, associates, content providers, and employees, harmless from any claim, demand, or damage, including reasonable attorney's fees, asserted by any third party due to or arising out of Customer's use of the Service. Customer is solely responsible for any damage done to Customer's computer or any other computer Customer uses to access the Service and for any loss or damage to data that results from the use of the Service.
Customer fully understands and acknowledges that the performance of the eRPM Service and any features of the Service is solely based on the total performance of communication providers including: telephone providers, circuits, switches, Internet backbone carrier lines, connections, hubs, interchanges and routers which are owned or operated by third parties; and any or all of which may, at any time, be unavailable or overburdened by network traffic. Therefore, Customer agrees that eRPM cannot and will not assume any liability related to the delay or failure of delivery of data maintained in eRPM due to the above or any other reasons such as interception or interruption of data delivery. This section shall supersede any paragraph or any section of the Agreement that may be deemed inconsistent with it.
SECTION VII.
The present Agreement is governed by the laws of the province of Quebec, Canada. Each of the parties in the present recognizes irrevocably the competence of the courts of the province of Quebec and grants to establish any dispute which could ensue from the present with the courts situated in the judicial district of Laval, province of Quebec.
