Terms and Conditions
LAST UPDATED: October 28, 2016
EPL reserves the right temporarily or permanently, in whole or in part, to: (i) modify or terminate the Site or any EPL Systems (or your access to any or all of them) for any reason, with or without notice; (ii) charge fees in connection with access to or use of the Site or any EPL Systems with prior notice (which notice may be accomplished by posting such fees on the Site); and/or (iii) modify and/or waive any fees charged in connection with access to or use of the Site or any EPL Systems (provided that prior notice of any fee increases is given, which notice may be provided by posting any such fee increases on the Site). You agree that we shall not be liable to you, any user of the Site or any EPL Systems, or any third-party for any modification, suspension or discontinuance of the Site or any EPL Systems, in whole or in part, or of any content, feature or product offered through the Site or any EPL Systems. Your continued use of the Site or any EPL Systems after such changes will indicate your acceptance of such changes.
SPECIAL NOTE REGARDING THE CONTENT, THE SITE AND THE EPL SYSTEMS: PLEASE NOTE THAT THE CONTENT OF THE SITE AND ANY EPL SYSTEMS, INCLUDING POSTED MATERIALS AND ANY OTHER CONTENT OR MATERIALS CONTAINED ON OR IN THE SITE OR ANY EPL SYSTEMS (COLLECTIVELY, THE “CONTENT“), IS FOR INFORMATIONAL PURPOSES ONLY. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION AVAILABLE THROUGH THE SITE OR ANY EPL SYSTEMS.
1. Eligibility and Registration
1.2. EPL Systems Access. Certain EPL Systems may only be accessible to EPL customers who have an existing agreement with EPL or one of its affiliates for archiving or other services (each such customer, a “Client”; and each such agreement, an “EPL Agreement”). In order to use certain EPL Systems, you may be required to register and establish an online account with EPL. When registering, you must provide true, accurate and complete registration information. You represent and warrant that any information you provide in connection with your registration or use of the Site or any EPL Systems is true, accurate, and complete, and you agree that you will maintain and update such information as necessary to keep it true, accurate and complete. You agree that if any information you provide is false, inaccurate, obsolete or incomplete, your access to the Site and any EPL Systems may be suspended or terminated and you will be responsible for all damages and losses arising therefrom.
1.3. Usernames and Passwords. As part of the registration process, you will be asked to provide a username and password and you will be responsible for all activities occurring under your username and for keeping your username and password secure. EPL may refuse to grant you a username for any reason in its sole discretion.
1.4. Your Authority. By completing the registration process for an online account, you represent and warrant that you have the authority to set-up the account on behalf of the Client for which you are registering. An online account may only be created for the purpose of accessing and using the EPL Systems as permitted for the particular account, and accounts may not be created or used for any other purpose.
1.6. EPL and Its Affiliates Work Flow. As used herein, the term “Your EPL Entity” shall mean the entity with which you have an EPL Agreement (which will be an agreement between your entity and EPL and/or one of its affiliates). Certain EPL Systems may be made available to you to provide a convenient means of submitting requests for services and/or products (including, but not limited to, Work Requests, as defined in your Archiving Services Agreement) or otherwise providing instructions or information to Your EPL Entity. You acknowledge and agree that this Site and all EPL Systems are owned by EPL and are operated in the United States of America. All data and information (including but not limited to requests for services and/or products and any other instructions) provided through the Site or any EPL Systems will be received by EPL (or its vendors) and EPL will attempt to forward a copy of some or all of such data and information to Your EPL Entity for processing under your EPL Agreement. By submitting a request or other information through the Site or any EPL Systems, you are specifically requesting and confirming your intention that EPL attempt to forward data and information to Your EPL Entity as described above. WE MAKE NO REPRESENTATION, WARRANTY OR PROMISE THAT THE SITE OR ANY EPL SYSTEMS WILL WORK PROPERLY, OR THAT ANY OF YOUR DATA OR INFORMATION WILL ACTUALLY REACH YOUR EPL ENTITY. You do not have to use this Site or any EPL Systems in order to submit requests for services and/or products or to provide information to Your EPL Entity. In the event you choose not to, or are not able (for any reason) to, use the Site or the EPL Systems, you will need to contact Your EPL Entity and communicate directly with that entity. While EPL will attempt to deliver to Your EPL Entity all requests for services and/or products or other actions submitted by you through this Site or the EPL Systems, you acknowledge and agree that performance of any such request or actions is solely the responsibility of Your EPL Entity, and that the performance of all such requested services and/or products and actions shall be governed by terms of your EPL Agreement with Your EPL Entity. You acknowledge and agree that you will be invoiced by Your EPL Entity for all services requested from Your EPL Entity through the Site or the EPL Systems, and you agree to pay Your EPL Entity for such services pursuant to your EPL Agreement (as the same may be modified as provided herein).
1.7. Your Archiving Services Agreement; New Services/Products, Terms and Pricing. EPL may provide you with the ability to request services and/or products from Your EPL Entity that are not currently described in your Archiving Services Agreement. EPL may also make available to you through the Site or the EPL Systems, descriptions, pricing and/or additional terms (“New Terms”) for services and/or products from Your EPL Entity that may or may not be described in your EPL Agreement. Furthermore, and notwithstanding anything in your EPL Agreement to the contrary, you agree that EPL may notify your Client Administrator, by email, of service and/or product description and/or pricing changes for services and/or products you are receiving under your EPL Agreement (“Notified Changes”), and such Notified Changes will become effective, and you will be deemed to have accepted all such Notified Changes, thirty (30) calendar days (or such other time period as may be provided for pricing or service and/or product description changes in your EPL Agreement) after EPL has sent notice of such Notified Changes by email to your Client Administrator (the “Change Notice Period”), unless, prior to the end of the Change Notice Period, EPL receives a reply email from your Client Administrator informing EPL that you do not agree to the changes (please note, however, your failure to accept the changes may result in cancellation of all or some portion of the affected services and/or products by Your EPL Entity). By requesting services and/or products through the Site or any EPL Systems, or by accepting any Notified Changes as described above, you agree that you are incorporating into your EPL Agreement, as of the date of your request or acceptance (as applicable), all New Terms for such services and/or products and all such Notified Changes (as applicable), and the provision of all services and/or products (including but not limited to those related to any New Terms or Notified Changes) by Your EPL Entity shall be governed by your EPL Agreement. You agree that any inconsistencies between (i) any New Terms and/or Notified Changes (as applicable), and (ii) any terms of your EPL Agreement, shall be resolved in favor of such New Terms and/or Notified Changes (as applicable), which shall control. You agree that if you use the Site or any EPL Systems to submit a request for services and/or products to Your EPL Entity that are not currently described in your EPL Agreement and for which no pricing is made available to you through the Site or any EPL Systems at the time of such request, you will be invoiced by Your EPL Entity, and you agree to pay Your EPL Entity, Your EPL Entity’s then-current pricing for such services and/or products. You acknowledge and agree that some services and/or products may not be available through Your EPL Entity, and you may have to enter into a different EPL Agreement before you can receive those services and/or products. You agree that Your EPL Entity is entitled to rely on your requests or instructions submitted through the Site or any EPL Systems, and any acceptance of Notified Changes as described above, as though such requests, instructions or acceptance had been submitted directly to Your EPL Entity.
2. Appropriate Conduct and Content
You may not, and you agree not to, to violate the rules of conduct set forth in this section; any failure to comply may also result in termination of your access to the Site or any EPL Systems. Examples of illegal or unauthorized uses include, but are not limited to the following examples:
Modifying, adapting, translating, decompiling, disassembling or reverse engineering any portion of the Site or any EPL Systems;
Removing any copyright, trademark or other proprietary rights notices contained in or on the Site or any EPL Systems or any Materials;
Using any robot, spider, site search/retrieval application, or other device to retrieve, index, “scrape,” “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of, the Site or any EPL Systems or any portion of the Site or any EPL Systems, without our express prior written consent;
Reformatting, mirroring or framing any portion of the web pages that are part of the Site or any EPL Systems;
Creating user accounts by automated means or under false or fraudulent pretenses;
Transmitting any viruses, worms, defects, Trojan horses, other computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of any hardware or software or other items of a destructive nature;
Impersonating any person or entity, including any representative of EPL or Your EPL Entity; falsely stating or otherwise misrepresenting your affiliation with any person or entity;
Interfering with or disrupting the operation of the Site or any EPL Systems or the servers or networks used to make the Site or any EPL Systems available; or violating any requirements, procedures, policies or regulations of such networks;
Restricting or inhibiting any other person from using the Site or any EPL Systems (including by hacking or defacing any portion of the Site or any EPL Systems);
Reproducing, duplicating, copying, selling, reselling or otherwise exploiting for any commercial purposes, any portion of, use of, or access to the Site or any EPL Systems; and
Submitting false or misleading information.
3. EPL Proprietary Rights.
EPL owns and retains all proprietary rights in the Site and all EPL Systems. The Site and the EPL Systems contain confidential, intellectual property and other proprietary information that is protected by applicable intellectual property and other laws.
Trade names, trademarks and service marks of EPL include without limitation, “EPL”, “SPECIFY EPL”, “GXP Archives”, “EPL Archives”, “EPL Pathology Archives”, “Research Lives Here”, “LABTRAK’, and any other EPL trade names and associated logos presented on the Site and any EPL Systems. All trademarks and service marks on the Site or any EPL Systems not owned by EPL are the property of their respective owners. The trade names, trademarks and service marks owned by EPL, whether registered or unregistered, may not be used without the express written permission of EPL, and nothing contained on the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any EPL trade names, trademarks or service marks without our express prior written consent.
The Site or the EPL Systems may provide links to other web sites and online resources. Because EPL has no control over such sites and resources, you acknowledge and agree that EPL is not responsible for the availability of such external sites or resources, and EPL neither endorses nor is responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. You acknowledge and agree that EPL does not endorse such sites and is not and shall not be responsible or liable for any links from those sites to the Site or any EPL Systems, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.
YOU AGREE THAT YOUR USE OF THIRD-PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
EPL shall have the right, at any time and in its sole discretion, to block links to the Site or any EPL Systems through technological or other means without prior notice.
6. Upload Policy.
EPL encourages Clients to take full advantage of the Site and any EPL Systems upload features, by uploading files, such as inventories, sample attributes, or transfer documents. Please note, however, that EPL prohibits images which you do not own or have the rights to use, and images containing nudity, sexually graphic material, or material that is otherwise deemed inappropriate or explicit by EPL (please see Section 2, “Appropriate Conduct and Content”, for more details on prohibited activities and content).
7. Protect Your Account.
Clients can help secure their own account and their online identity quickly and easily. As a starting point, we recommend the following safe practices:
Change your Client password regularly and keep it secret;
Make sure you supply your login information only on the official Site located at www.eplarchives.com;
Do not click on any link you suspect to be malicious, even if sent by someone trusted;
Scan your computer regularly for viruses, spyware, and adware; and
Never run any script while logged into the Site or any EPL Systems.
8. Disclaimer of Warranties.
WE DISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OPERABILITY, OR AVAILABILITY OF THE SITE AND ANY EPL SYSTEMS. WE DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY FOR THE CONDUCT OF ANY USER OR CLIENT.
THE SITE AND ALL EPL SYSTEMS, AND ALL MATERIALS AND INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY CONTENT OBTAINED OR ACCESSED THROUGH THE SITE OR ANY EPL SYSTEMS), INCLUDED THEREIN, ARE PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE AND ANY EPL SYSTEMS, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE OR ANY EPL SYSTEMS. WE EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WITH RESPECT TO THE SITE OR ANY EPL SYSTEMS AND ANY PRODUCT OR SERVICE (INCLUDING, WITHOUT LIMITATION, THIRD-PARTY PRODUCTS AND SERVICES) AVAILABLE THROUGH THE SITE OR ANY EPL SYSTEMS, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
YOU AGREE THAT YOUR USE OF THE SITE OR ANY EPL SYSTEMS IS ENTIRELY AT YOUR OWN RISK.
10. Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL EPL OR YOUR EPL ENTITY OR ITS AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE OR ANY EPL SYSTEMS, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD-PARTIES, WHETHER OR NOT EPL OR YOUR EPL ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, NEITHER EPL NOR YOUR EPL ENTITY WILL BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR ANY EPL SYSTEMS, OR FROM ANY CONTENT POSTED ON THE SITE OR ANY EPL SYSTEMS BY EPL OR ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY (i) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF, OR RELIANCE ON THE SITE OR ANY EPL SYSTEMS, YOUR INABILITY TO USE THE SITE OR ANY EPL SYSTEMS, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR ANY EPL SYSTEMS (INCLUDING SUCH DAMAGES INCURRED BY THIRD-PARTIES), AND (ii) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. YOU’RE SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY EPL SYSTEMS IS TO STOP USING THE SITE AND ANY EPL SYSTEMS.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE EPL SYSTEMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE EPL SYSTEMS.
12. Governing Law and Venue.
14. Jurisdictional Issues.
The Site and all EPL Systems are controlled and operated by EPL from the United States. We do not represent or warrant that the Site or any EPL Systems or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site or any EPL Systems do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You agree to comply with all United States export controls, including any United States embargoes or other federal rules and regulations restricting exports. EPL may limit the Site or any EPL Systems availability, in whole or in part, to any person, geographic area or jurisdiction it chooses, at any time and in its sole discretion. If you are visiting this Site from a country other than the country in which EPL’s servers are located, your communications may result in the transfer of information across international boundaries. By visiting this Site and communicating electronically, you are consenting to such transfers. You also agree that EPL and Your EPL Entity may share with each other information concerning you or provided by you, or concerning your use of the Site or the EPL Systems, or concerning your Archiving Services Agreement.
15. Information or Complaints.
If you have a question or complaint regarding the Site or any EPL Systems, please send an e-mail to email@example.com. You may also contact us by writing to EPL Archives, LLC, P.O. Box 1253, Sterling, Virginia 20167 – USA, or by calling us at +1 (703) 435-8780.
16. Contact Us.
Copyright © EPL Archives, LLC 2016. All rights reserved.