Last Updated October, 2020
II. OWNERSHIP: Content is property of Epigraph unless indicated otherwise. All intellectual property rights in the Content (including copyrights, trademarks, trade secrets and patents) are the property of Epigraph. Epigraph retains all copyrights in the individual pages, their components, and collective works available at the Site. Content is copyrighted and protected by Federal and worldwide copyright laws and treaty provisions. Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, without Epigraph’s prior written permission. Epigraph may also possess technology, methods, or processes which are considered trade secrets proprietary to Epigraph, LLC.
III. LIMITED LICENSE: User may view the Content found on the Sites. This is a limited license, not a transfer of title, and is subject to the following restrictions: User may not: (a) modify the Content or use it for any commercial purpose or any public display, performance, sale or rental; (b) decompile, reverse engineer, or disassemble software or Content; (c) remove any copyright or other proprietary notices from the Content; (d) transfer the Content to another person. User agrees to prevent any unauthorized copying of the Content.
IV. SECURITY: Certain pages on Sites may be accessed only by use of an e-mail address, password or other code. User is solely responsible for all uses of the Site with User’s e-mail address or any passwords and codes (collectively, “IDs”) assigned to or selected by User, including uses by a third person User permits or authorizes to use User’s IDs. User agrees to immediately notify Epigraph of any unauthorized use of User IDs.
V. GENERAL DISCLAIMERS: THE CONTENT AVAILABLE ON SITES IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR ANY PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. IN NO EVENT SHALL EPIGRAPH, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS BE LIABLE TO USER OR ANY OTHER ENTITY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING TO (1) THE USE OF OR INABILITY TO USE THE CONTENT, OR (2) RELIANCE ON THE CONTENT; OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR (4) ANY OTHER FAILURE TO PERFORM BY EPIGRAPH OR EPIGRAPH’S CONTENT PROVIDERS.) THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER EPIGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EPIGRAPH ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT USER’S ACCESS TO AND USE OF THE SITE OR CONTENT (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS, (3) IS SECURE, OR(4) WILL MEET USER’S SATISFACTION. USER IS RESPONSIBLE FOR TAKING ALL PRECAUTIONS USER BELIEVES NECESSARY OR ADVISABLE TO PROTECT USER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF USER’S USE OF THE SITE.
Because some jurisdictions may not permit some or all of these disclaimers and limitations, the above limitations may not apply to User. Epigraph may make changes to the Content, or to the products described therein, at any time without notice. Epigraph makes no commitment to update the Content. Any description of Content is not a representation that any such Content is available for sale, use or distribution in User’s location. Epigraph may remove any Content from Sites at any time.
VI. INDEMNITY: User agrees to defend, indemnify and hold Epigraph, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including Epigraph’s reasonable attorneys’ fees and other reasonable costs of litigation)arising from, incurred as a result of, or in any manner related to (1) User’s breach of this Agreement, (2) User’s unauthorized or unlawful use of the Site, the Materials or the Services, or (3) the unauthorized or unlawful use of the Site by any other person using User’s IDs.
VII. LIMITATION OF LIABILITY: IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EPIGRAPH SHOULD HAVE ANY LIABILITY TO USER OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, USER AND EPIGRAPH AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE LESSER OF $100 OR THE FEES USER PAID EPIGRAPH DURING THE YEAR IMMEDIATELY PRECEEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO USER’S CLAIM.USER AND EPIGRAPH AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN USER AND EPIGRAPH. USER ACKNOWLEDGES THAT, ABSENT USER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, EPIGRAPH WOULD NOT PROVIDE THE SITE OR CONTENT TO USER.
IX. COOPERATION WITH GOVERNMENT AUTHORITIES: If necessary and in accordance with applicable law, Epigraph will cooperate with local, state, federal, international and/or worldwide government authorities to protect Sites, visitors, customers, Epigraph, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents and operational providers, from unauthorized use of Sites and/or Content.
X. LINKS TO OTHER MATERIALS: The linked sites are not necessarily under the control of Epigraph and Epigraph is not responsible for the content of any linked site or any link contained in a non-affiliated linked site. Epigraph reserves the right to terminate any link or linking program at any time. Epigraph has selected the links for User’s convenience. The selection or omission of links is not intended to endorse any particular companies or products. If User decides to access any of the third party sites linked to Sites, User does so entirely at User’s own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and Epigraph shall not be responsible for notification of any change in name or location of any information on the Site.
XI. APPLICABLE LAWS: Sites are controlled by Epigraph, a Missouri LLC. Epigraph makes no representation that Content on Sites are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access Sites from other locations do so on their own initiative and are responsible for compliance with applicable local laws. User may not use or export the Content in violation of export laws or regulations. Any claim relating to the Content shall be governed by the internal substantive laws of the State of Missouri.
XII. DISPUTE RESOLUTION: Any dispute between Epigraph and User arising out of this Agreement shall be resolved first by direct communication with one or more of Epigraph’s customer service representatives. Should Epigraph and User be unable to resolve the dispute by communication, either Epigraph or User may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by the American Arbitration Association nearest the place of Epigraph’s headquarters and pursuant to Missouri law. The arbitrator shall fully implement the intent and purposes of this Agreement and indemnify non-breaching parties for and hold them harmless from all losses, costs, and expenses (including costs of arbitration and reasonable attorneys’ fees) resulting from any breach or from defending against any allegations of a breach determined to be unfounded.
XIV. TERMINATION: User’s right to access and use the Site, Materials and/or Services immediately terminates without further notice upon User’s breach of this Agreement. Epigraph may terminate this Agreement and/or User’s right to use the Site at any time, with or without cause. Sections I, VI, VII, VIII, IX, XII, XIII, XIV, XV, XVI, XVII and XIX of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever. Epigraph reserves the right to discontinue or make changes to the Site, Material and/or Services at any time.
XV. ASSIGNMENT: Epigraph may assign this Agreement, in whole or in part, in its sole discretion.
XVI. WAIVER OF BREACH: Any failure to enforce any term or provision of this Agreement shall not be deemed a waiver of that or any other breach of that or any other term or provision of this Agreement. In addition, any failure to enforce any term or provision of this Agreement shall not constitute a waiver of a future breach of that or any other term or provision of this Agreement.
XVII. NOTICE: Epigraph may deliver notice to User under this Agreement by means of electronic mail, a general notice on www.epigraph.us or by written communication delivered by first class mail to User’s address on record in Epigraph’s account information. User may give notice to Epigraph at any time via letter delivered by first class postage prepaid mail or overnight courier to the following address:
Epigraph, LLC, Attention: Legal, 1701 McGee #600, Kansas City, MO 64108
XVIII. HEADINGS: The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
XIX. INVALIDITY: If any provision of this Agreement shall be determined to be unenforceable as applied to any particular case or circumstance, the provision or provisions in question shall not be unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become unenforceable and such provision shall be reformed so that it would be enforceable to the maximum extent permitted in such circumstances.