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[ePrismSoft.COM - Outcome-Driven Compliance Management]

Outcome-Driven Compliance Management System

EPRISMSOFT.COM - Terms of Service

Part 1: Your Relationship with Human Capital Development, LLC (hereafter "HCD")

Your use of HCD's Web Site (meaning the website "www.eprismsoft.com", its static data, and other publicly-accessible areas) and Service (meaning the private areas, dynamic data, and data processing subsystems associated with the Web Site) is subject to the terms of a legal agreement between you and HCD. "HCD" means Human Capital Development LLC, located at 2200 Altorfer Road Suite B-2 in Peoria, Illinois, United States of America, zip-code 61615. This document explains the structure and terms of this legal agreement.

Unless otherwise agreed in writing with HCD, your agreement with HCD will always include the terms and conditions set out in this document in addition to whatever other agreement you may have with HCD.

The terms set forth in this document (the "Basic Terms") and any other document you have with us (the "Extra Terms") constitute a legally binding agreement between you and HCD, referred to as the Terms of Service. In the event of a contradiction between the Basic Terms and Extra Terms, the Extra Terms shall take precedence.

Part 2: Acceptance of the Terms of Service

In order to use HCD's Service or Web Site in any manner, you must accept the Terms of Service. You may not use the Service or Web Site in any way without accepting the Terms of Service.

Any use of HCD's Service or Web Site in any manner constitutes acceptance of the Terms of Service.

Part 3: HCD's Provision of the Web Site and/or Service

HCD is continually improving the Web Site and Service to provide the best possible level of service to our users. You acknowledge that the form and function of the Web Site and Service may change at any time without any prior notice from HCD.

Due to the nature of the Internet and the nature of our Internet-based services, the Web Site and Service may be unavailable to you from time to time for various reasons. HCD will make a best-effort attempt to restore the Web Site and Service to operational status as soon as feasible. However, HCD may at its sole discretion suspend or terminate the Web Site and/or Service for any reason it sees necessary.

Part 4: Your Use of HCD's Web Site and/or Service

Your use of HCD's Web Site and/or Service is governed by all applicable state and/or federal laws in force at your location at the time you use the Web Site and/or Service. You may not use the Web Site or Service for any purpose which constitutes a violation of any law in force at your location or any law in force in the city of Peoria, Illinois, United States of America.

You may not access the Service or Web Site by any means other than the interface HCD has set forth. You specifically agree not to access or attempt to access any part of the Web Site or Service by any automated means (including the use of screen scrapers and data harvesters). The only exceptions to this are web spiders operating for freely-available public-access web search engines (such as Google and MSN Live Search) and automated assistive devices for the physically disabled (such as screen readers). Web spiders agree to comply with any restrictions set forth in any relevant robots.txt file present on the Web Site.

You agree that you will not engage in any activity that interferes with or disrupts the operation of the Service and Web Site, or any network or equipment connected to the Service and Web Site.

Unless specifically allowed otherwise in a written agreement with HCD, you agree that you may not reproduce, duplicate, copy, resell, or trade any part of the Web Site or Service for any purpose.

You may not use any part of the Web Site or Service in conjunction with any sort of advertising service or system. There are no exceptions. In the event that you violate this provision, you agree to pay HCD a penalty of $1,000 US per message and pay each recipient a penalty of $5,000 US per message sent to them.

You agree that you are solely responsible for any breach of your obligations under these Terms of Service and you alone are responsible for the consequences of any such breach.

Part 5: Passwords and Account Security

You agree that you are responsible for maintaining the secrecy of any password or other authentication token you use to access the Web Site and/or Service. Additionally you agree that you are responsible for any activity which occurs in conjunction with your account. If you become aware of any unauthorized use of your password or account, you agree to contact HCD immediately.

Part 6: Proprietary Rights 

You understand and acknowledge that HCD owns all legal rights, title and interest in the Web Site and Service, including all intellectual property rights applicable. You further acknowledge that the Web Site and Service contains information considered confidential by HCD and HCD's other users. You may not divulge or publish this confidential information without prior written consent from HCD and/or HCD's other users as applicable.

Part 7: License from HCD

HCD gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Web Site and Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Web Site and Service as provided by HCD, in the manner permitted by the Terms of Service.

You may not copy, modify, create a derivative work of, reverse-engineer, decompile, or otherwise attempt to extract the source code of the Web Site or any part thereof, nor shall you allow any other person to do so, unless expressly required to do so by law or specifically told to do so in writing by HCD.

Part 8: Ending your relationship with HCD

The Terms of Service will continue to apply until terminated by either you or HCD.

If you wish to terminate your legal agreement with HCD, you may do so by notifying HCD at any time prior to termination and closing your accounts for the Web Site and Service. Your notification should be sent in writing to HCD's office located at the address set out at the beginning of this document.

HCD may at any time terminate its legal agreement with you if you have breached any provision of the Terms of Service (or acted in a manner which clearly indicates you do not intend to or are unable to comply with the Terms of Service), if HCD is required to by law (for example, if HCD's provision of the Web Site and/or Service should become unlawful), if HCD ceases to offer the Web Site and/or Service in your location, or if the provision of the Web Site and/or Service should be determined in HCD's sole opinion to be no longer commercially viable.

Nothing in this Part shall affect HCD's rights as set out in Part 3.

When your legal agreement has been terminated for any reason by either party, your license to use the Web Site and Service shall be revoked. 

Part 9: EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS OF SERVICE, INCLUDING PARTS 9 AND 10, SHALL EXCLUDE OR LIMIT HCD'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEB SITE AND SERVICE IS AT YOUR SOLE RISK AND THAT THE WEB SITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

IN PARTICULAR, HCD DOES NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE WEB SITE AND SERVICE WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE WEB SITE AND SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE, OR FREE FROM ERROR
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USAGE OF THE WEB SITE OR SERVICE SHALL BE ACCURATE, RELIABLE, OR ERROR-FREE
(D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE WEB SITE AND SERVICE WILL BE CORRECTED

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE AND SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HCD OR THROUGH OR FROM THE WEB SITE OR SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

HCD FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Part 10: LIMITATION OF LIABILITY

SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT HCD SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY COMPANY WHOSE INFORMATION APPEARS ON THE WEB SITE AND/OR SERVICE;

(II) ANY CHANGES WHICH HCD MAY MAKE TO THE WEB SITE OR SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEB SITE OR SERVICE (OR ANY FEATURES WITHIN THE WEB SITE OR SERVICE);

(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND/OR OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE WEB SITE OR SERVICE;

(IV) YOUR FAILURE TO PROVIDE HCD WITH ACCURATE ACCOUNT INFORMATION;

(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

THE LIMITATIONS ON HCD'S LIABILITY TO YOU AS STATED ABOVE SHALL APPLY WHETHER OR NOT HCD HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Part 11: Advertisements

Some parts of the Web Site are supported by advertising revenue. These advertisements may be targeted to the content of information stored in the Web Site and/or queries made through the Web Site. The manner, mode, and extent of advertising on the Web Site are subject to change without specific notice to you. In consideration for HCD granting you access to the Web Site, you agree that HCD has the right to place such advertising on the Web Site.

However, the above only applies to the public-access areas of the Web Site. HCD will not place advertising in the private areas of the Web Site, or in any part of the Service. Under no circumstances will HCD use the Service to send advertising messages.

Part 12: Other Content and Links to Other Sites

The Web Site and Service may include hyperlinks to other web content or resources. HCD has no control over the content or operational capability of web sites or resources provided by companies or persons other than HCD. You acknowledge and agree that HCD is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. You acknowledge and agree that HCD is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Part 13: Changes to the Terms of Service

HCD may make changes to the Terms of Service from time to time. When these changes are made, HCD will make a new copy of the Basic Terms available on the Web Site and any new Extra Terms will be made available to you by electronic mail, fax, or other previously agreed-upon medium. You understand and agree that if you use the Web Site or Service after the date on which the Basic Terms or Extra Terms have changed, HCD will treat your use as acceptance of the updated Terms of Service.

Part 14: General Legal Terms

Sometimes when you use the Web Site and/or Service, you may (as a result of, or through your use of the Web Site or Service) use a service or download a piece of software, or purchase goods, which are provided by a person or company other than HCD. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms of Service do not affect your legal relationship with these other companies or individuals.

The Terms of Service constitute the entirety of your legal agreement with HCD, and completely replace any prior agreement between you and HCD in relation to the Web Site and Service.

You agree that if HCD does not exercise or enforce any legal right or remedy which is contained in the Terms of Service (or which HCD has the benefit of under any applicable law), this will not be taken to be a formal waiver of HCD's rights and that those rights or remedies will still be available to HCD.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms of Service is invalid, then that provision will be removed from the Terms of Service without affecting the rest of the Terms of Service. The remaining provisions of the Terms of Service will continue to be valid and enforceable.

The Terms of Service, and your relationship with HCD under the Terms of Service, shall be governed by the laws of the State of Illinois without regard to any conflict of laws provisions. You and HCD agree to submit to the exclusive jurisdiction of the courts located within the county of Peoria, Illinois to resolve any legal matter arising from the Terms of Service. Notwithstanding this, you agree that HCD shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Document Identification

This is Basic Terms of Service Revision 13, dated February 7th, 2012.