LAST UPDATED: October 28, 2016

Please read these terms and conditions of use (the “Terms of Use”) carefully. Your access to or use of this website (the “Site”) or any EPL systems or online tools available through the Site (collectively, the “EPL Systems”) are governed by these Terms of Use, and any access or use of the Site or any EPL Systems by you constitutes your acceptance of and agreement to these Terms of Use. If you do not agree to be bound by these Terms of Use, you are not authorized to, and may not, use the Site or any EPL Systems.

Welcome to the Site, which is owned and operated by EPL Archives, LLC, an international non-clinical archiving, clinical biobank and biorepository, and manufacturing material storage services company with a North American headquarters location in the Commonwealth of Virginia in the United States of America (“EPL“). As stated above, by using this Site or any EPL Systems for any purpose, you accept and agree to be bound by these Terms of Use. This agreement is by and between EPL and you. If you are an EPL Client (as defined herein) this agreement is also between you and Your EPL Entity (as defined herein). As used herein, the terms “you” and “your” shall mean the individual or EPL Entity that accepts these Terms of Use and the terms “we” and “our” shall mean, collectively, EPL and you and/or the EPL Entity.

This Site is made available by EPL subject to these Terms of Use. EPL reserves the right to modify these Terms of Use from time to time in its sole discretion, and any modifications will be effective immediately upon posting on the Site. You are responsible for regularly reviewing these Terms of Use so that you will be apprised of any changes. You can determine when these Terms of Use were last revised by referring to the “LAST UPDATED” legend at the top of these Terms of Use. Your continued use of the Site or any EPL Systems after such modification will indicate your acceptance of such changes. When using the Site or any EPL Systems, you agree that you are subject to any additional posted guidelines, rules, terms, and conditions or polices applicable to the Site or any EPL Systems, which guidelines, rules, terms and conditions, and policies are hereby incorporated by reference into these Terms of Use.

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

1.1. Your Age. You must be eighteen (18) years of age or older to use the Site or any EPL Systems in any manner. By using or registering to use the Site or any EPL Systems, you represent and warrant that you are eighteen (18) years of age or older and that you have the right, authority and capacity to understand, agree to and comply with these Terms of Use.

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.

Your username and password are for your personal use only, and not for use by any other person. No person (including but not limited to any businesses, organizations or other legal entities) may use the Site or any EPL Systems for any purpose other than as permitted in these Terms of Use or as otherwise specifically authorized in writing by EPL. You are responsible for maintaining (and you agree to maintain) the confidentiality of your username and password, and you agree not to transfer your username or password, or lend or otherwise transfer your use of or access to the Site or any EPL Systems, to any third-party other than as permitted herein or otherwise authorized by EPL in writing. You are fully responsible for all interaction with the Site or EPL Systems that occurs in connection with your username or password. You agree to immediately notify EPL of any unauthorized use of your username or password, or any other breach of security related to your account or the Site or any EPL Systems by sending an email to EPL at the following address contact@eplarchives.com. You agree to ensure that you “log off” or otherwise exit from your online account with the Site or any EPL Systems at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations. Please see Section 7 below for additional recommended account protection practices.

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.

1.5. Authority of Agents. If you are a Client, you may be permitted to use the Site or EPL Systems to request services from, or provide instructions to, EPL or its affiliates. As part of establishing an online account for such purposes, you will be required to designate one or more individuals as your agent(s) with authority to act on your behalf in accordance with the authority levels described on the Site during the online account set-up or modification process (each an “Agent”). Note that Agents designated as “Client Administrators” will have full authority to take any and all actions on your behalf and to legally bind you in connection therewith, including, but not limited to, requesting or terminating services with EPL or any of its affiliates, providing instructions to EPL or any of its affiliates, agreeing to pricing or other changes to your Archiving Services Agreement, accepting notices or other correspondence, terminating online access, and otherwise taking any action that Client could take. You acknowledge and agree that, notwithstanding anything to the contrary in your EPL Agreement, all Authorized Persons (”Agents”) designated by you as being associated with your account are your Agents with full authority to act on your behalf in accordance with the authority levels described on the Site and in these Terms of Use, and that you are fully responsible for and bound by all actions or inactions of such Agents. You agree that, when requested to do so by an Agent, EPL personnel are authorized to log in to your online account and submit requests or instructions through your online account for the Agent, and you will be bound by those actions as though performed directly by you. You agree that EPL is authorized to act upon any request or instruction that EPL reasonably believes is from an Agent (even where such request or instruction is submitted through means other than the Site or any EPL Systems, such as, for example, through email or a telephone call).

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

While using the Site or any EPL Systems you will comply with all applicable laws, rules and regulations. You may not use the Site or any EPL Systems for any illegal, fraudulent or unauthorized purpose. You are solely responsible for your conduct and any data, text, information, graphics, photos, profiles, audio and video clips, links and other content (“Materials“) that you submit, post, or display on the Site or any EPL Systems. EPL may, but shall have no obligation to, remove Materials that it determines in its sole discretion violate these Terms of Use.

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.

4. Links.

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.

5. Privacy Policy.

Your submission of personal information to EPL through the Site or any EPL Systems is governed by the EPL Privacy Policy located at Privacy Policy (and also available on the Site) and which is incorporated herein by reference.

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.

WE MAKE NO WARRANTY OR PROMISE THAT THIS SITE OR THE EPL SYSTEMS WILL WORK PROPERLY OR AS INTENDED, OR THAT ANY OF THEM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY EPL SYSTEMS OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR ANY EPL SYSTEMS. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OF USE OR YOUR USE OF THIS SITE OR THE EPL SYSTEMS.

YOU AGREE THAT YOUR USE OF THE SITE OR ANY EPL SYSTEMS IS ENTIRELY AT YOUR OWN RISK.

9. Indemnification.

You agree to defend, indemnify and hold harmless EPL, Your EPL Entity, and their affiliates, officers, directors, agents, shareholders, employees, assigns and contractors, from and against any and all losses, liabilities, damages, claims, demands, costs or expenses (including reasonable attorneys’ fees) arising out of or in any way related to (i) your use of, or activities in connection with, the Site or any EPL Systems, (ii) or your breach of these Terms of Use.

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.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL EPL’S, OR YOUR EPL ENTITY’S, TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO EPL FOR THE USE OF THE SITE OR ANY EPL SYSTEMS WITHIN THE MOST RECENT TWELVE (12) MONTH PERIOD OR $100 (USD), WHICHEVER IS LESS. YOU AGREE THAT YOUR EXCLUSIVE REMEDY, AT LAW, IN EQUITY OR OTHERWISE, FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, OR YOUR USE OF THE SITE OR ANY EPL SYSTEMS, SHALL BE THE AMOUNT YOU PAID TO EPL FOR USE OF THE SITE OR ANY EPL SYSTEMS WITHIN THE MOST RECENT 12 MONTH PERIOD OR $100 (USD), WHICHEVER IS LESS.

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.

11. Termination.

These Terms of Use are effective until terminated. At any time, you can deactivate your Client account. To deactivate your Client account, you must notify an authorized Client Administrator who can deactivate your Client account, or send an e-mail to clientservices@eplarchives.com requesting deactivation. EPL may deactivate your Client account immediately at any time and for any reason. Any deactivation of your account shall constitute a termination of these Terms of Use. Once your Client account deactivates, you will have no right or access to use the Site or any EPL Systems (except, in EPL’s sole discretion, for aspects of the Site or EPL Systems that are available to non-Client users). You agree that any deactivation of your access to or use of the Site or any EPL Systems by EPL may be effected without prior notice, and that EPL may immediately deactivate and/or delete your username and password, and all related information and files associated with it (except that EPL may retain a copy of any or all files and information for regulatory, compliance, enforcement, or other business purposes). You agree that neither EPL nor Your EPL Entity shall be liable to you or any third-party for any termination of your access to the Site or any EPL Systems or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Without limiting the foregoing, you agree that EPL shall own all data, indices, and other information created, complied or developed by EPL in connection with your use of the Site or any EPL Systems. Sections 1.3, 1.4, 1.5, 1.6, 1.7, 2, 3, 8, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination of these Terms of Use and/or deactivation of your Client account.

12. Governing Law and Venue.

You and we agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, excluding its conflict of laws rules. You and we each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the Eastern District of Virginia, Alexandria Division for any disputes under, arising out of, or related in any way to these Terms of Use or your use of the Site or any EPL Systems. If there is no jurisdiction in the United States District Court for the Eastern District of Virginia, Alexandria Division, for any such disputes, you and we agree that exclusive jurisdiction and venue shall be in the courts of Loudoun County, Virginia.

13. Miscellaneous.

Without limiting the foregoing, under no circumstances shall EPL be liable for any delay or failure in performance under these Terms of Use resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third-parties, or loss of or fluctuations in heat, light, or air conditioning.

These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and EPL or Your EPL Entity. If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. You may not assign, transfer or sublicense any or all of your rights and/or obligations under these Terms of Use without EPL’s express prior written consent. No waiver by a party of any breach or default hereunder shall be effective unless in writing and signed by the waiving party, and no such waiver will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms of Use, together with all policies referred to herein, constitute the entire agreement between you, EPL and Your EPL Entity with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Except as expressly provided otherwise herein, notices to you regarding the Site or any EPL Systems or these Terms of Use may be made by posting to the Site, any EPL Systems, email, and/or by regular mail. You agree that a printed version of these Terms of Use and of any notice given in electronic form pursuant hereto shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Nothing in these Terms of Use confers, or should be construed to confer, any rights to third-party beneficiaries not expressly referred to herein.

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 contact@eplarchives.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.

If you have any questions regarding the meaning of application of these Terms of Use, please direct such questions to contact@eplarchives.com. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.

Copyright © EPL Archives, LLC 2016. All rights reserved.