IMPORTANT – READ CAREFULLY. THIS AGREEMENT AFFECTS YOUR RIGHTS.
This End User License Agreement (the “Agreement”) establish a legal agreement between you and ECOS, LLC (“ECOS”) and govern your use of the ECOS website and the software, content, services, and data provided therein (the “Site”). By accepting this Agreement by clicking where indicated, or by otherwise forming an authorized account in this Site, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not use the Site.
1. License. Subject to the terms and conditions of this Agreement and the agreement between ECOS and the ECOS customer on whose behalf you are accessing the Site, ECOS hereby grants to you a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Site in object code form solely for the purpose of performing duties on behalf of such authorized customer of ECOS. If you cease to be an employee or agent of an authorized customer of ECOS, your rights hereunder will terminate automatically. All rights related to the Site not expressly granted herein are reserved to ECOS.
2. Restrictions. You shall not, directly, indirectly, alone, or with another party, (i) copy (except where expressly allowed and permitted by the Site in normal operations), disassemble, reverse engineer, or decompile the Site or any data or content therein; (ii) modify, create derivative works based upon, or translate the Site; (iii) transfer or otherwise grant any rights in the Site in any form to any other party; (iv) upload or transmit to the Site any malicious software, or (v) use the Site for any improper purpose or purpose other than in support of your duties on behalf of an authorized customer of ECOS and for the purposes for which it was intended, nor shall you attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.
3. Access Security. Your user name and password are personal and unique to you. You shall not, for any reason, disclose your user name and password to any other person, nor shall you allow any other person to access the Site through your user name and password. You are responsible for safeguarding your user name and password. ECOS may from time to time modify the security and password requirements or implement other access and security controls at its sole discretion. You agree to abide by any such access and security controls and not to circumvent or attempt to circumvent such controls, either directly or indirectly.
4. Compliance. You shall comply at all times with any restrictions applicable to the ECOS customer under its agreement with ECOS, as well as all applicable laws and any other usage or access rules or restrictions communicated to you by your employer or ECOS from time to time.
5. Ownership of Intellectual Property. As between you and ECOS, ECOS owns all right, title and interest in and to the Site as well as all ECOS trademarks and intellectual property rights in connection therewith. You shall not challenge ECOS’ ownership of the Site or Documentation nor any part thereof. You shall not modify, deface, erase, remove, or tamper with any copyright notice or trademarks appearing on the Site or associated content. The trademarks of ECOS shall only be used to identify any printed materials on which they appear. Such trademark use does not and shall not result in any ownership or other rights in the trademarks by you. In the course of using the Site, you may provide ECOS with feedback, including but not limited to suggestions, observations, errors, problems, and defects regarding the Site or other ECOS services (collectively “Feedback”). You hereby grant ECOS a worldwide, irrevocable, perpetual, royalty-free, transferable and sub-licensable, non-exclusive right to use, copy, modify, distribute, display, perform, create derivative works from and otherwise exploit all such Feedback.
7. Termination. This Agreement automatically terminates in the event you cease to be an employee or agent of an ECOS customer or such ECOS customer elects to terminate your user privileges with respect to the Site. In addition, ECOS reserves the right at any time to modify, suspend, or terminate your account in the event that it determines in its sole discretion that such action is necessary to comply with applicable laws or to protect the interests of its customers, ECOS, or any third party. In addition, ECOS may immediately terminate this Agreement and your rights to access the Site without notice to you in the event ECOS knows or reasonably suspects that you have breached this Agreement.
8. User Warranty. By transmitting any data or information to the Site, you represent and warrant that your transmission does not violate any law or regulation, and that the data, information, or content thereof does not infringe a trademark, copyright, trade secret, privacy right, or any other right of a third party.
9. Disclaimer of Warranties. ECOS MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ECOS DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES PROVIDED BY ECOS, OR THE OPERATION OF THE SITE ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. ECOS MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
10. Disclaimer of Damages. ECOS’ MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES INCURRED SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES INCURRED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ECOS HAS NO LIABILITY TO YOU WITH RESPECT TO THE SITE, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF ECOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Governing Law; Venue. The laws of the State of Tennessee (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Nashville, Tennessee, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court sitting in Nashville, Tennessee; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
12. Assignment. You shall not assign any of your rights under this Agreement, except with the prior written consent of ECOS. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. Any purported assignment of rights by you in violation of this paragraph is void.
13. Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement. In addition, ECOS may amend this Agreement at any time by posting a revised Agreement on the Site in a location accessible to you. Your use of the Site after any such amendments have been posted constitutes your binding Agreement to those amended terms.
14. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
15. Severability. If for any reason a tribunal of competent jurisdiction finds any provision of his Agreement or portion thereof, to be unenforceable, that provision of this Agreement shall be enforced to the fullest extent permissible, and the remainder of this Agreement shall continue in full force and effect.
16. Agency. Nothing in this Agreement will be construed as creating a joint venture, partnership, employment or agency relationship between you and ECOS, and you do not have any authority to create any obligation or make any representation on ECOS’s behalf.