Terms of Service

EPOM LTD. TERMS OF SERVICE

THIS AGREEMENT BETWEEN YOU AND EPOM.COM REPRESENTS EPOM.COM’S STANDARD TERMS OF SERVICE. "YOU" OR "YOUR" STANDS FOR ALL ENTITIES IDENTIFIED DURING REGISTRATION PROCESS AND SUBMITTED BY THE SAME OR AUTHORIZED PERSONS, AND/OR ANY OTHER THIRD PARTY THAT YOU HAVE GRANTED ACCESS TO YOUR ACCOUNT.

WE STRONGLY ADVISE YOU TO READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING AN ACCOUNT AT EPOM.COM, AS YOU NEED TO KNOW YOUR RIGHTS AND RESPONSIBILITIES AS A PARTICIPANT. PARTICIPATION IN EPOM.COM MEANS THAT YOU FULLY ACCEPT THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER AT EPOM.COM.

2. Definitions

"Ads" are advertisements for services and/or products (including house ads and third-party ads) displayed in connection with the Service.

"Downloaded Software" is software downloaded by an authorized user from Epom.com that augments your use of the Service, including add-ins, sample code, API’s, ancillary programs etc.

"Order Form" means a web-based or signed paper order form completed by you in the process of ordering the Service.

"Service" is the provision of online ad serving by Epom to you. The Service includes the provision on a hosted basis of non-exclusive use and access to original Epom software.

"Service Offerings" include websites, mobile portals and other internet services connected with the URL’s and/or advertising networks owned or controlled by you.

"Site" is the web site located at www.epom.com and/or other web sites used for accessing the Service by you.

"Software" is original software used by Epom to deliver the Service. This term also includes the Downloaded Software.

3. Service

3.1. Epom will supply you with the Service during the term of this Agreement, under the terms of and subject to the limitations in this Agreement, involving payment of all appropriate fees. You may employ and admit the Service only through the Site. You rights of the Service use are non-exclusive and non-transferable. You may employ the Service solely for your own purpose to suffice Ads in relation to the Service Offerings.

3.2 As a part of Service, Epom’s support portal provides you with an important technical support. Based on the plan of the Service you have chosen, as stated on the Site and/or the Order Form, an appropriate additional support will be provided.

3.4 Epom may sometime upgrade the Service and add, shift, or delete the Service features as it sees for better, without notifying you. You state your acceptance to changes with your continued use of the Service after any such changes were made. Epom will make financially important efforts to inform its users on the Site about appropriate material changes to the Service.

3.5 Only your employees and independent partners (“Authorized users”) who require the access to the Service may use and access it for your internal business aims.

3.6 The Service may be used and accessed for your internal business purposes only by your employees and independent contractors who have a need to access the Service ("Authorized Users"). In no case may third parties use and access the Service supplied to you as an ad serving solution for their own or for another person’s benefit. The use of the Service by Authorized Users and their compliance with the terms of this Agreement are in your full responsibility.

3.7 You consent that all user information granted to Epom by you and/or the Authorized Users, whether for purposes of getting a user name and password or otherwise, will be accurate and full in all respects. You agree to provide Epom accurately with any changes to any user information. You further acknowledge that only you are in responsibility of: (a) all use of the Service made with Authorized Users’ user names and passwords, and (b) saving the confidentiality of your Authorized Users’ user names and passwords. Only one person may access the Service at the same time using the same user name and password. You consent about the immediate notification of Epom about any unauthorized use of an Authorized User’s email address, user name or password, or any other violation of security relatively the Service of which you become aware.

3.8 You guarantee and agree not to:

• Use or allow the use of the Service to deliver spyware, adware, spam, or other malware or deceitful Ads and/or malicious code
• Breach any local, state, national or international law or regulation regarding the use of the Service, or in other case use the Service in any way that is in distribution of illegal, fraudulent, or other unlawful activity
• Intervene with or disrupt the Service or servers or networks which have a connection to the Service
• Violate any codes of conduct, requirements, and terms of use, policies or regulations of networks connected to the Service
• Intervene with or try to intervene with any other person’s use of the Service
• Access to or try to gain access to any account, computers or networks related to the Service without authorization
• Use the Service in a manner that results in excessive bandwidth usage, as determined in only Epom’s right of dispose
• Create headers or manipulate identifiers in order to conceal the origin of any content or communication transferred through the Service

4. Intellectual Property

4.1 You agree that all intellectual property rights in and to the Service, the Software, and the Site, involving but not restricted to the appearance and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith are belong to Epom and its licensors. You agree that you will not undo engineer, decompile or dismantle the Software, or in the other case try to reconstruct or find the Software source code. You below agree not to distribute, resell, lease, share or in other way commercially use or make the Service accessible to any third party which can gain purpose from it. A single copy of Downloaded Software may be made only for backup purposes; if any such copy contains the same proprietary rights notices that appear on the Downloaded Software. All Epom rights in the Service and Software not directly acknowledged to you hereunder are reserved.

4.2 You shall hold ownership of all your rights in the content and data supplied to Epom regarded to your Site and the Service use ("Customer Data"). You hereby agree that Epom has an non-exclusive license to copy, use, distribute and disclose the Customer Data only for the Service purposes.

4.3 Epom has a right to obtain and compile aggregated and/or analytical information from your usage of the Service, as far as such aggregated or analytical information does not disclose any information about you or any individual. Such aggregated data and metadata may be applied for Epom’s own aims without limitation, involving, but not restricted to, applying such data in connection with data from other sources to amend Epom’s products and services and create new items.

4.4 Epom shall have a royalty-free, international, transferable, and permanent license to use or incorporate into the Service any suggestions, ideas, improvement requests, feedback, or other information given to you or any Authorized User connected to the Service.

5. Fees and Expenses

5.1 You shall pay Epom all appropriate fees related to the Service as stated in the Site and/or Order Form, and according to the terms formulated therein. All payments under this Agreement are non-recoverable and, if in other case agreed, shall be made in United States dollars. Unless in the other case stated in the Order Form, standard monthly fees are paid in advance, and fees based on usage are due and chargeable upon invoicing by Epom (as a rule within 5 days after the end of a calendar month). Out of date payments will be subject to late payment charges of the lesser of: (a) one percent (1 %) per month, or (b) the maximum rate allowed by law. The fees and rates under this Agreement are subject to change by Epom upon at least thirty (30) days written notice, which notification may include publicizing the updated fees and rates on the Site.

5.2 You shall be answerable for all appropriate taxes, however stated, connected to this Agreement, involving but not restricted to state and local privilege, excise, sales, VAT, and use taxes and any taxes or sums instead thereof paid or payable by Epom, but except the taxes based upon the net revenue of Epom.

5.3 If a payment becomes five (5) days or more out of date, Epom is entitled to hold up your access to the Service without obligation to you, until payment is made in full. If any payment is stitched for ten (10) days or more, Epom may terminate this Agreement upon notice to you. Epom has the right to change payment terms, together with requiring upfront payment for the Service, in its freedom of action based on your payment history and/or financial level.

6. Confidentiality

6.1 "Confidential Information" is any non-public information or data disclosed to one party by the other party in accordance to this Agreement. The Confidential Information of Epom is the Software, as well as the organization, structure, design, algorithms, templates, data models, logic flow, and screen displays connected to the Software.

Confidential Information does not constitute information that the party-recipient can show:

• is available without violation of this Agreement or becomes known for publicity;
• is got by a receiving party from a third party without violation of any obligation of confidentiality;
• or was known before by the receiving party as shown by its written records.

6.2 A receiving party agrees:

• to keep the revealing party’s Confidential Information in confidence;
• to protect the revealing party’s Confidential Information in the same way as it protects the confidentiality of its own similar confidential information (but in no case using less than necessary care);
• and excluding as expressly stated by this Agreement, not to, directly or indirectly, use, reveal, copy, transfer, transmit or allow access to the revealing party’s Confidential Information.

Despite the above-mentioned, a receiving party may reveal Confidential Information as demanded by law; in this case, the receiving party shall (if allowed by law) inform the other party before any such demanded revealing to allow the other party to obtain a protective order or other restrictions on such reveal.

6.3 Each party confirms and agrees that any breach of this Section 6 may occasion the revealing party irremediable harm for which the revealing party would have no appropriate judicial relief, and that the revealing party shall have a right for the injunctive relief in advance, against the receiving party for any such breach. Such injunctive relief shall be in addition to, and not in restriction of, all other reliefs or rights that releaving party shall have at law or in equity.

6.4 Upon termination or expiration of this Agreement, the receiving party will return to the revealing party or deletes all Confidential Information delivered or revealed to the receiving party (with respect to you as receiving party, the Downloaded Software is included), together with all copies at any time made by the receiving party and which still exist.

7. Term and Termination

7.1 This Agreement will be effective as of the Effective Date and, if not terminated as herein stated sooner, will continue until terminated according with this Section 7.

7.2 Either party may terminate this Agreement upon thirty (30) days before the written notice with or without cause. If you violate this Agreement, and do not amend such violation within ten (10) days written notice, Epom may terminate or hold up your use of the Service, with or without notice to you.

7.3 The terms stated in Sections 4, 6, 9, 10, 11, 12, 13, and 14 of this Agreement shall stay untouched in case of any termination of this Agreement. In addition, upon termination you shall accurately pay Epom all necessary for Epom accounts under this Agreement.

8. Independent Contractors; Publicity

8.1 The parties are and contemplate to be independent contractors relatively to the services stated hereunder. Epom agrees that neither it and its employees nor its contractors shall be regarded as having an employee status with you. No form of joint employer, joint enterprise, partnership, or similar relationship between the parties is contemplated or hereby created.

8.2 You agree that Epom may use your logos, trademarks, trade names, similar identifying material, and information about you as a customer in the promotional materials for the Service and/or for Epom. You can recall this right by notifying Epom at support@epom.com. After getting your notification, Epom will use commercially reasonable efforts to delete any related to you information from such promotional material within 30 days and will not appeal to you about this furthermore. You agree to take part in a mutually agreed press release relating the relationship stated by this Agreement, upon Epom’s request. In addition, as reasonably requested by Epom and subject to your approval, you agree sometimes, to take part in Epom promotional events and activities, such as preparation of case studies; taking interviews by media representatives; and creating mottos and taking your quotes, preparation statistics and other marketing materials for Epom. Approvals under this Section shall not be unreasonably abstained or postponed by you.

9. Warranties; Disclaimers

9.1 You and Epom each warrant that you and Epom have a full authority to enter into this Agreement and are not tied by any contracts or other legal restrictions from performing their obligations hereunder. Epom also warrants that the Service will basically match with the written or electronic documentation supplied by Epom in connection with the Service. In case of violation of this warranty by Epom, as your only and exclusive relief, Epom will, at its expenditure, use financially reasonable efforts to entail the Service to compound.

9.2 You represent and agree that all Customer Data:

• is your property, or you have the full right to supply the Customer Data to Epom;
• does not violate or misappropriate any copyright, trademark, trade secret or other intellectual property right;
• does not infringe any privacy, publicity or the right of any person;
• and does not contain any illegal, fraudulent, defamatory or libelous material.

You below represent and warrant that you do not violate any agreement or obligation of confidentiality that you have to any other person or entity through the use of Customer Data on the Site or related with the Service.

9.3 You shall be personally responsible for your use of the Service, and, acknowledge and agree that the Service is solely a tool to be used in connection with good and reasonable business judgment by competent personnel.

9.4 The Service may contain options, functions and information that are provided through or by third-party content, software, web sites, and/or systems ("Third-Party Materials"). Your use and access of these features and functionality are subject to the terms published or in other way made accessible by the third-party providers of Third-Party Materials. Epom are not responsible for any Third-Party Materials, and you irretrievably refuse to make any claims against Epom regarding to such Third-Party Materials.

9.5 Epom does not warrant that the Service will work without error-free or without temporary interruptions, or that the Service will be totally safe. In the scope that data is being transmitted over the Internet hereunder, you acknowledge that Epom do not control the functioning of the Internet, and Epom makes no representations or warranties of any kind relating the performance of the Internet.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EPOM MAKES NO WARRANTIES, EXPRESS OR SUPPOSED, INVOLVING BUT NOT RESTRICTED TO ANY SUPPOSED WARRANTIES OF MERCHANTABILITY, NONVIOLATION, OR FITNESS FOR A PARTICULAR AIMS OR ANY WARRANTIES ARISING AS A RESULT OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.

10. Indemnification

You, at your scope, shall indemnify, defend and hold Epom and its officers, directors, owners, employees, and affiliates hurtless from and against all obligation, damages, injuries, losses, costs and expenditures (involving attorney’s fees) arising out of or regarding to your use of the Service, involving but not restricted to obligation, damages, injuries, losses, costs and expenditures arising from any claims relating to:

• your violation of any representations, warranties, or commitments in this Agreement;
• your conformity with appropriate laws and regulations;
• and the Customer Data. Epom shall provide you with accurate written notice of any such claim.

11. Liability

11.1 The limitation of Epom’s liability (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) to you or to any third party in accordance to performance or non-performance by Epom, or in any manner regarding to this Agreement or the Service, for any and all claims shall not surpass in the aggregate the fees paid by you to Epom hereunder regarding to the Service at issue (except any fees or charges regarding to approved expenditures resulted by Epom on behalf of you) during the three (3) months before the date that the appropriate cause of action accrued.

11.2 In no event shall either party be obligated for special, significant, incidental, indirect or punitive loss, damage or expeditures whether arising in contract or tort (involving but not restricted to lost profits, loss of data, or the cost of recreating lost data), even if it has been advised of their possible existence.

11.3 The allocations of liability in this Section represent the agreed and bargained for consent of the parties and Epom’s compensation reflects such allocation. These limitations of liability will admit notwithstanding any mistake of essential purpose of any restricted relief.

12. Dispute Resolution

12.1 The parties agree to work together in good faith to solve any dispute relating this Agreement internally and mutually and by aggravating it to higher levels of management and optional mediation, prior to resorting to binding arbitration.

12.2 Any dispute, controversy or claim appearing out of or regarding to this Agreement, or the violation, termination or invalidity, that cannot be solved by good faith negotiations or round-table shall be finally settled by binding arbitration conducted in the English language in Raleigh, NC (USA), under the commercial arbitration rules of the American Arbitration Association ("AAA"). The dominating party shall have a right to an award of reasonable lawyer fees resulted in connection with the arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator shall be the only and unique relief of the parties and shall have a force in any court of competent jurisdiction.

Despite anything stated in this Section on the contrary, each party shall be entitled to institute judicial litigations against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights hereunder through specific performance, injunction or similar corresponded relief.

12.3 This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without accordance to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not admitted to this Agreement.

13. Miscellaneous

13.1 Neither party shall be obliged for any failure or delay in the performance of its obligations (excluding payment obligations hereunder) in accordance to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication or internet service providers.

13.2 This Agreement (involving the Order Form and any attachments to it specifically agreed by the parties) represents the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral communications, understandings or agreements with respect to its subject matter. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.

13.3 You shall have no right to assign this Agreement or any of your obligations hereunder. Epom may assign this Agreement and any of its rights hereunder to third parties.

13.4 Every provision of this Agreement is supposed to be severable. If any section of this Agreement is found to be invalid or having no force, then such section will be deemed amended and interpreted, if possible, in a way that renders as having force. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

13.5 This Agreement does not designate either party as the agent, employee, legal representative, partner or joint entrepreneurship of the other party for any purpose whatsoever. There are no supposed third-party beneficiaries under this Agreement.

13.6 You agree to fulfill relevant export laws and regulations, involving, but not restricted to, the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You agree that you are not a person, company or destination limited or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software or Service, any portion thereof or any materials, items or technology relating to Epom’s business or related technical data or any direct product thereof to any Restricted Person.

14. Agreement and Amendments

14.1 By completing the registration process, and/or using the Service, you warrant that you are 18 years old or older, are authorized to tie any legal entity that you represent, and agree to all of the terms in this Agreement. You may print and keep a copy of this Agreement.

14.2 Epom reserves the right, in only its responsibility, to update or change this Agreement at any time by posting the changes to the Site. Your continued use of the Site or Service following the posting of such changes states acceptance of those changes. Epom will use reasonable commercial efforts to supply you with notifications of material changes.