TERMS OF USE

AGREEMENT BETWEEN YOU (THE CUSTOMER) AND EPI INTERNET DIRECT.

EPI provides a variety of services to our customers. These services are  comprised of various Web Site, E-mail, Dedicated Server, Co-Hosted server, Application Hosting and other specialized hosting services plus specialized infrastructure management, Internet or Intranet network connectivity and other services (collectively, the “Services”) which are operated, sold or resold by EPI Internet Direct or its affiliates (collectively, “EPI”).

Services are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Services constitutes your agreement to all such terms, conditions, and notices.

In the event that any of the terms, conditions and notices contained herein conflict with the additional terms, warrantees, service guarantees or  other terms and guidelines contained within any particular Service then those additional terms shall extend, but not replace, the contents of this agreement.

MODIFICATION OF THESE TERMS OF USE

EPI Internet Direct reserves the right to change the terms, conditions, and notices under which the Services are offered, including but not limited to the charges associated with the use of the Services, without notice. You are responsible for regularly reviewing these terms and conditions and for ensuring that the services you rent or otherwise lease from EPI are in compliance with all usage terms and conditions.

LINKS TO THIRD PARTY SITES

The Services may contain links to other Web Sites (“Linked Sites”). The Linked Sites are not under the control of EPI Internet Direct and EPI Internet Direct is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. EPI Internet Direct is not responsible for webcasting or any other form of transmission received from any Linked Site. EPI Internet Direct is providing these links to you only as a     convenience and the inclusion of any link does not imply endorsement by EPI Internet Direct of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Services, you warrant to EPI Internet Direct that you will not use the Services for any purpose that is unlawful     or prohibited by these terms, conditions, and notices. You may not use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.

ACCEPTABLE USE POLICY

You agree to abide by EPI’s Acceptable Use Policy and all terms and conditions thereof.

USE OF COMMUNICATION SERVICES

The Services may include email, shared content, private network, broadcast, bulletin board services, chat areas, news groups, forums, communities, personal or corporate web pages, calendars, and/or other message or communication facilities designed to enable you to communicate within your organization, with the public at large or with a team or group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Conduct or forward surveys, contests, pyramid schemes or chain letters except as permitted by law.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other customer from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.
• And otherwise abide by EPI’s Acceptable Use and Anti-SPAM policies.

EPI Internet Direct has no obligation to monitor the Communication Services. However, EPI Internet Direct reserves the right to review  materials posted to a Communication Service and to remove any materials in its sole discretion. EPI Internet Direct reserves the right to terminate, without notice, your access to any or all of the Communication Services at any time for     violations of any Terms of Use,  Acceptable Use Policy or Anti-SPAM Policy.

EPI Internet Direct reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or to edit, refuse to post or to remove any information or materials, in whole or in part, in EPI Internet Direct’s sole discretion.

EPI Internet Direct does not control or endorse the content, messages or information found in any Communication Service and, therefore, EPI Internet Direct specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, you are responsible for adhering to such limitations if you download the materials. In the event that your Service over-uses or otherwise exceeds a reasonable proportion of EPI network or shared computer resources, you agree that EPI may, at its sole discretion, limit or otherwise throttle your use of EPI resources and that any reduction in service quality which results from such throttling is reasonable and does not constitute a violation of Customer rights.

SOFTWARE USED TO OPERATE THE SERVICES

Software used to operate Communication Services, (“Software”) is the copyrighted work of its respective owner. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software not accompanied by a license agreement, EPI Internet Direct hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise use the particular Service in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. All Software is owned by its respective owner and is protected by copyright laws and international  treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators may be prosecuted to the maximum extent possible.  WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO  ANY OTHER COMPUTER, SERVER OR LOCATION FOR FURTHER REPRODUCTION OR  REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the United States and/or Canada. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA and/or Canadian export restrictions.

LIABILITY DISCLAIMER

EPI INTERNET DIRECT AND/OR ITS RESPECTIVE AFFILIATES AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES   OR RELATED MATERIALS ASSOCIATED WITH YOUR USE OF THE SERVICES FOR ANY PARTICULAR PURPOSE. ALL SUCH     INFORMATION, SOFTWARE, HARDWARE, PRODUCTS, SERVICES INTERNET CONNECTIONS AND RELATED MATERIALS  ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EPI INTERNET DIRECT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED     MATERIALS INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL EPI INTERNET DIRECT AND/OR ITS EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED MATERIALS OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EPI INTERNET DIRECT OR ANY OF ITS EMPLOYEES, AGENTS OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

BECAUSE SOME STATES/PROVINCES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

SERVICE CONTACT: webmaster@epidirect.com.

TERMINATION/ACCESS RESTRICTION

EPI Internet Direct reserves the right, in its sole discretion, to  terminate your access to any or all Services and the related services or any portion thereof at any time, without notice for violations of any Terms of Use, Acceptable Use and Anti-SPAM policies.

GENERAL

This agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein and shall be deemed to have been made and completely performed in the Province of Ontario. You hereby consent to the exclusive jurisdiction and venue of courts in Ontario, Canada in all disputes arising out of or relating to the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or  agency relationship exists between you and EPI Internet Direct as a result of this agreement or use of the Services. EPI Internet Direct’s performance  of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of EPI Internet Direct’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by EPI Internet Direct with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the you, the Customer, and EPI Internet Direct with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Customer and EPI Internet     Direct with respect to the Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or  administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

LANGUAGE

The parties have requested that this Agreement and all communications and documents relating hereto be expressed in the English language. Les parties ont exige que la presente convention ainsi que tous documents s’y rattachant soient rediges dans la langue anglaise.

ADDENDUMS:

For customers with signed annual or minimum three month pre-paid Sales Agreements¹:

• Microsoft BizTalk Hosting Services
• Microsoft Commerce Server Hosting Services
• Microsoft CRM Hosting Services
• Microsoft Exchange Server Hosting Services
• Microsoft SharePoint Portal or Foundation Server Hosting Services
• Microsoft Project Server Hosting Services
• Microsoft Small Business Server Hosting Services
• Microsoft SQL Server Hosting Services
• Microsoft Terminal Services Hosting Services
• Microsoft Windows SharePoint Services
• Dedicated Web Site Hosting Services
• Dedicated EPI Administered or Managed Server Rental Services
• Dedicated Unmanaged Server Rental Services
• Co-Hosted or Co-Located Equipment Services

see: ADDENDUM A:  SERVICE LEVEL AGREEMENT.

Clients hosting any of the following shared or dedicated services:

•       Microsoft BizTalk Hosting Services
•       Microsoft Class Server Hosting Services
•       Microsoft Commerce Server Hosting Services
•       Microsoft Content Manager Hosting Services
•       Microsoft CRM Hosting Services
•       Microsoft Exchange Server Hosting Services
•       Microsoft SharePoint Team Services Hosting Services
•       Microsoft SharePoint Portal Server Hosting Services
•       Microsoft Project Server Hosting Services
•       Microsoft Small Business Server Hosting Services
•       Microsoft SQL Server Hosting Services
•       Microsoft Terminal Services Hosting Services

see: ADDENDUM B: CUSTOMER LICENSE TERMS (NOTICE REGARDING USE OF MICROSOFT SOFTWARE PRODUCTS).