epp Technologies Inc.

General Terms & Conditions

Effective Date: August 8, 2019

Updated: June 19, 2024

These General Terms and Conditions (“Terms”) govern your use of the products and services set out in the applicable ordering document referencing these Terms (the “Services”). These Terms are between epp Technologies Inc. (“ePlannerPro”, “we”, “our” or “us”) and the entity executing such ordering document.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE EPLANNERPRO PRIVACY POLICY.

  1. Overview of Services; Disclaimer.

  • Overview of Services. ePlannerPro is a software-as-a-service meeting schedule management platform, available through supported browsers and our authorized mobile applications. The Services provide you the ability to schedule meetings and appointments with your clients and prospects, send automated email notifications and calendar notices, monitor and report the outcome of meetings and activities, creating custom forms and reports, plan, set-up, and manage events, and various other management tools for meetings and event planning.

  • Orders. Upon request of new or additional Services, you and ePlannerPro shall work to complete and execute a written order forms that describes use of the Services (“Order”) referencing these Terms, and upon the execution by the parties of such Order, any such Service referenced in such Order shall be deemed included under, and subject to, these Terms. If a term in an Order conflicts with a term in these Terms, the provisions of these Terms will prevail unless the Order specifically states that the terms of the Order will prevail and references a specific section herein to be overridden.

  • Disclaimer. We reserve complete and sole discretion with respect to the operation of the Services. We reserve the right to change terms and warranties without notice.  We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Services at any time.

  1. Your Eligibility; Your Responsibility

You represent and warrant that you: (i) will only provide accurate information to ePlannerPro; (ii) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; (iii) shall use the Services in compliance with all applicable laws and regulations, and (iv) will not violate any rights of ePlannerPro or a third party.

You assume all responsibility for your use of, and access to, the Services and each user that your permit to use the Services, including, without limitation, any third party users not part of your organization.

You will need certain equipment, software, and Internet access to be able to access the Services. Acquiring, installing, maintaining and operating equipment and Internet access is solely your responsibility. ePlannerPro neither represents nor warrants that the Services will be accessible through all web browser releases.

  1. Personal Information; Your Content; Your Account

3.1   Accuracy. By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.

3.2   Privacy. To use our Services, you must register with us and submit certain personally identifiable information. You expressly agree that we may collect, disclose, store and otherwise use your information in accordance with the terms of the ePlannerPro Privacy Policy, available at www.eplannerpro.com/privacypolicy.

3.3   Your Content. As between you and ePlannerPro, you own the information, materials, photos, or other content (the “Content”) you provide ePlannerPro under this Terms. Any Content that you upload or otherwise provide to ePlannerPro in connection with the Services may be used by ePlannerPro in order to provide and promote the Services or ePlannerPro’s business. Accordingly, you grant to ePlannerPro, and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, perpetual, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use, publish, reproduce, distribute, modify, prepare derivative works of, adapt, publicly display and otherwise use the Content. Such right to use such Content shall survive the termination of these Terms and termination of the Services. You authorize us to use, forward, or post your profile or related information on other sites and services. Additionally, you authorize us to use your corporate logo and corporate name, if applicable, for any promotional purposes (to opt-out, email us at contactus@eplannerpro.com. Notwithstanding the foregoing, you retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between you and ePlannerPro. Any Content you submit to us is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights). ePlannerPro may also remove or delete your Content from the Services at any time in its sole discretion.

For clarity ePlannerPro has no knowledge of or control over the Content that is uploaded to, stored on, or otherwise processed by the underlying hardware or software used to provide the Services, and where the type, character, properties, content, and/or origins of any such Content requires that the parties enter into a data processing addendum or otherwise take other additional steps to remain compliant with applicable laws and regulations (collectively, “Regulated Data”), you shall inform ePlannerPro of the same before uploading any such data to the Services so that the parties may cooperate with one another to determine the appropriate steps that must be taken to comply with such applicable laws, which steps may include executing an appropriate data processing addendum, business associate agreement or other steps required by law. You shall not provide Regulated Data to ePlannerPro in violation of this Section 3.3.

3.4   Interactions with Other Users. You are solely responsible for all interactions with other users. You acknowledge and agree that we do not have an obligation to verify any Content or other information provided by users on the Services. ePlannerPro also enables sharing of information by allowing users to send links and information to one another. Pursuant to the license granted by you above, ePlannerPro may grant other users of the Services access and share rights to your Content in accordance with these Terms, your settings and the nature of your connection with such other users. Information you share may be seen and used by other users of the Services. ePlannerPro cannot guarantee that users of the Services will not use the information that you share on ePlannerPro, nor the manner of use. ePlannerPro is not responsible for another user’s or other third party’s misappropriation or misuse of your Content or other information. You are solely responsible for your interactions with other users. Additionally, ePlannerPro is not responsible for the truthfulness, accuracy, authenticity, or completeness of any of the Content or any other information provided by other users or any other third party. You hereby release ePlannerPro from all claims, demands, or damages of every kind, known or unknown, in any way connected with (i) any relationship arising between users of the Services, (ii) any dispute between you and another user, or (iii) arising out of any services which originated through the Services or were otherwise provided by a user. Additionally, you agree to immediately report to us any false information provided or misconduct by any user of the Services.

3.5   Your Account. Except for your Content licensed to us as set forth above, the account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account.

3.6   Feedback. You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services (“Feedback”) to ePlannerPro. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and ePlannerPro shall be free to use or disclose such Feedback for any purpose. You are certifying that you are the rightful owner or licensee of the Feedback and you grant ePlannerPro a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Feedbacks throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Feedback. You acknowledge that ePlannerPro may choose to provide attribution of your comments or reviews at our discretion. You further grant ePlannerPro the right to pursue at law any person or entity that violates your or ePlannerPro’s rights in the Feedbacks by a breach of the Terms. You acknowledge and agree that Feedbacks are non-confidential and non-proprietary and you are not entitled to any compensation or reimbursement of any kind from ePlannerPro under any circumstances relating to such Feedback.

3.7   Non-Disclosure and Confidentiality.

3.7.1.     Disclosure. Each party may disclose to the other party certain Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers.  “Confidential Information” means any information that is of value to its owner and is treated as confidential, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing; “Disclosing Party” refers to the party disclosing Confidential Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Receiving Party” refers to the party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Receiving Party’s employees or agents.

3.7.2      Requirement of Confidentiality. The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, provided that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its, and its affiliates’, officers, employees, consultants and legal advisors who have a “need to know”, who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 3.7; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise authorized under the Terms; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.  Customer acknowledges that the Services and documentation are the Confidential Information of ePlannerPro.  The obligations in this Section 3.7 shall survive termination and continue for so long as the applicable information constitutes Confidential Information.  Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Terms by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

3.7.3      Compelled Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

  1. Use; Limited License; Ownership

Subject to the terms and conditions herein, ePlannerPro grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access the Services through a generally available mobile device or supported web browser to use the Services to the extent intended and permitted by the functionality thereof with the number of licenses or other license metrics (if any) described on each Order. Except for as described on each Order, this license is for use solely in connection with your internal business operations, and you may not resell our Services or use the Services to host content for others. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and ePlannerPro.

Furthermore, without the prior written approval of ePlannerPro, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. The Services provided by ePlannerPro are licensed, not sold. The Services, and all copies of the Services, are owned by ePlannerPro or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. ePlannerPro reserves all rights not expressly granted to you herein. You agree that you have no right to any ePlannerPro trademark or service mark and may not use any such mark in any way unless expressly authorized by ePlannerPro.

ePlannerPro is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold ePlannerPro harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services.

  1. Fees; Payment Terms; Credits

You agree to pay the applicable fees for the Services when due plus all related taxes as specified on each Order. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that ePlannerPro and its third-party service ePlannerPro providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a monthly basis and are non-refundable.

For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of features or capacity of your account; ePlannerPro does not accept any liability for such loss). Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts.

Failure to pay may result in the termination of your subscription. You may cancel or suspend your Services by contacting ePlannerPro at contactus@eplannerpro.com. Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction or any other reason.

Services may be subject to additional terms, in addition to these Terms, related to the provision of the Service. 

  1. Acceptable Use Policy

You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:

  • The transmission or posting of chain letters or pyramid schemes, or other acts that involve deceptive online marketing practices or fraud;

  • Acts that may materially and adversely affect the quality of other users’ experience;

  • Actual or attempted unauthorized use or sabotage of any computers, machines or networks;

  • Introducing malicious programs into ePlannerPro’s Services, network or servers (e.g. viruses, worms, Trojan horses, etc.);

  • Engaging in any monitoring or interception of data not intended for you without authorization;

  • Attempting to circumvent authentication or security of any host, network, or account without authorization;

  • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;

  • Adapt, modify or create derivative works based on the Services, technology underlying the Services, or other users’ content, in whole or part;

  • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by ePlannerPro in writing;

  • Using any method, software or program designed to collect identity information, authentication credentials, or other information;

  • Transmitting or receiving, uploading, using or reusing material that is abusive, indecent, defamatory, harassing, obscene or menacing, or a breach of confidence, privacy or similar third party rights;

  • Transmitting or receiving, uploading, using or reusing material that violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets or copyrights;

  • Transmitting, receiving, uploading, using or reusing material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

  • Falsifying user identification information;

  • Using the Services for anything other than lawful purposes including, but not limited to, intentionally or unintentionally violating any applicable local, state, national or international law; or

  • Impersonating any person or entity, including, but not limited to, a ePlannerPro representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.

ePlannerPro enforces a zero-tolerance SPAM policy regarding information transmitted through our network. ePlannerPro may determine in its sole discretion whether any transmissions are considered SPAM. SPAM includes, but is not limited to, the following:

  • Bulk unsolicited e-mail, promotional material, or other forms of solicitation sent via the Services, or e-mail that advertises any IP address belonging to ePlannerPro or any URL (domain) that is hosted by EPlannerPro.

  • The use of web pages set up on ISPs that allow SPAM-ing that directly or indirectly reference customers to domains or IP addresses hosted by ePlannerPro.

  • Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.

If ePlannerPro determines that you have posted one or more articles of SPAM, we may cancel your account immediately and take steps to prevent you from using our network at any time thereafter.

You agree not to use the Services for the purpose of recruiting for another website or service that offers competing functionality to the Services.

  1. Term and Termination; Right to Restrict or Terminate Access

These Terms shall commence upon first use of the Services and shall continue in full force and effect for the initial term set forth on the Order (“Initial Term”), unless earlier terminated as provided for below. Thereafter, the Initial Term shall automatically renew for successive periods of one year each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides written notice to the other party at least 30 days prior to the end of the then-current Initial Term or Renewal Term of its intent to not renew the Order. 

Without prejudice to any other remedies and in addition to any other termination rights herein, the parties shall have the right to terminate these Terms: (a) by either party if the other party commits a material breach of this Agreement and such breach remains uncured 30 days after written notice of such breach is delivered to such other party including the failure to pay any fees due to ePlannerPro; or

(b) by either party if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor’s moratorium or similar laws.

Violating these Terms may result in the termination of your ePlannerPro account, prohibition on use of the Services, and further legal action. ePlannerPro reserves the right to limit your use of or access to the Services, in its sole discretion in order to maintain the performance and availability of the Services and to enforce these Terms of Service.

ePlannerPro may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that ePlannerPro in its reasonable discretion believes violates the letter or spirit of any of these Terms. If ePlannerPro denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscriptions fees you have paid.

Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, ePlannerPro reserves the right to delete all of your Content, data, and other information stored on ePlannerPro’s servers. ePlannerPro will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by ePlannerPro pursuant to these Terms as a result of such termination. Within 30 days after termination or expiration of these Terms, each party shall return or destroy the Confidential Information of the other party. Without limiting the generality of the foregoing, ePlannerPro will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof.

Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. Termination of these Terms or the Services does not relieve you from your obligation to pay ePlannerPro any amounts owed to ePlannerPro.

 

  1. Security

You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to ePlannerPro any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords. ePlannerPro shall not be liable for any unauthorized use of payment accounts.

  1. Disclaimer of Warranty

Actual service coverage, speeds, locations and quality may vary. ePlannerPro will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received is not guaranteed. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. EPLANNERPRO DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. EPLANNERPRO DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL EPLANNERPRO, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“EPLANNERPRO PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS TERMS SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.

A EPLANNERPRO PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID EPLANNERPRO FOR YOUR USE OF THE SERVICES IN THE PRIOR TWELVE (12) MONTHS.

  1. Indemnity

11.1   ePlannerPro Indemnification. We shall defend you against any third party claim, suit, action or proceeding (each, an “Action”) based on a claim that your receipt or use of the Services in accordance with these Terms infringes any intellectual property right or misappropriates any trade secret of a third party, and shall pay all settlements entered into and damages awarded against Customer to the extent based on such an Action; provided, however, that we shall have no obligations under this Section 11 with respect to claims to the extent arising out of: (a) use of the Services in combination with any materials, software, or equipment not supplied to you or specified by Revenue Analytics in writing; or (b) any modifications or changes made to the Services by or on behalf of any person or entity other than you. If the Services, or any part thereof, become, or in the opinion of us may become, the subject of a claim of infringement or misappropriation, we may, at our option: (i) procure for you the right to use such Services free of any liability; (ii) replace or modify the Services to make them non-infringing; or (iii) terminate these Terms and refund to you any portion of the fees prepaid by you for the infringing Services. THIS SECTION SETS OUT EPLANNERPRO’S SOLE OBLIGATION AND YOUR EXCLUSIVE REMEDY IN RESPECT OF ANY INTELLECTUAL PROPERTY INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION CLAIMS.

11.2   Your Indemnification. You shall defend ePlannerPro and its officers, directors, employees, agents, affiliates, successors and permitted assigns against all Actions arising from (a) any Content, Feedback information or materials provided by Customer, or ePlannerPro’s receipt or use thereof, infringes any intellectual property right or misappropriates any trade secret of a third party, (b) any Regulated Data, or (c) your violation of law, and in each case (a), (b), or (c), you shall pay all settlements entered into and damages awarded against Revenue Analytics to the extent based on such an Action.

11.3   Indemnification Procedures. The indemnifying party shall solely control the defense and settlement of the applicable Action. The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that requires the indemnified party to pay monies or admit liability without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section 11 shall not relieve the indemnifying party of its obligations under this Section 11 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.

  1. Electronic Notices and Disclosures

You acknowledge and agree that ePlannerPro may provide notices and other disclosures to you electronically by posting such notices or other disclosures on ePlannerPro’s website or by emailing it to you at any email address provided to ePlannerPro by you. Such notices or other disclosures shall be considered received by you following the posting on the website or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.

  1. Changes to the Terms

We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at www.eplannerpro.com/terms. As your next use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide registered users with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account.

Your use or continued use of the Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies.

  1. Miscellaneous

14.1   Conflicting Terms. These Terms, along with any rules, guidelines, or policies published on the ePlannerPro homepage constitute the entire agreement between ePlannerPro and you with respect to your use of our Services, provided, however, you acknowledge that your users may be required to individually enter into terms of service governing their individual use of the Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control.

14.2   Amendment. No amendment to these Terms by you shall be effective unless acknowledged in writing by ePlannerPro. Notwithstanding the foregoing, ePlannerPro reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above.

14.3   Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the state of Georgia, without reference to its choice of law rules. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Atlanta, Georgia. The parties each hereby consent to the jurisdiction and venue in Atlanta, Georgia and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that ePlannerPro shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred.

14.4   Severability. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect.

14.5   Equitable Relief. Each party acknowledges that a breach by a party of Section 3.7 (Non-Disclosure and Confidentiality) or Section 7 (Acceptable Use Policy) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. These Terms do not limit any rights that ePlannerPro may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to ePlannerPro, pursuant to this Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to ePlannerPro. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

14.6   Assignment. You may not assign your rights or obligations under these Terms without the prior written consent of ePlannerPro. ePlannerPro’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right.

14.7   Survival. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services.

14.8   Headings. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms.

14.9   No Third-Party Beneficiaries. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and ePlannerPro, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms.

14.10  Relationship of Parties. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by this Terms.

If you have any questions, complaints, or claims, you may contact epp Technologies at 3423 Piedmont Rd NE, Atlanta, GA 30305, ContactUs@ePlannerPro.com.