TERMS & CONDITIONS

IMPORTANT – READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE (THE “WEBSITE”) OF EPARIZI, SUBSCRIBING TO EPARIZI SERVICES, PURCHASING EPARIZI PRODUCTS, DOWNLOADING EPARIZI SOFTWARE, TECHNOLOGY, CONTENT OR DATA AND/OR OTHERWISE USING THE EPARIZI SERVICES AND PRODUCTS, AND THE RELATED EPARIZI SOFTWARE, DATA AND/OR TECHNOLOGY USED, STORED, LICENSED OR ACCESSED IN CONNECTION THEREWITH AND THE RELATED INTELLECTUAL PROPERTY RIGHTS EMBODIED THEREIN (COLLECTIVELY, THE “EPARIZI TECHNOLOGY”). EPARIZI IS WILLING TO PROVIDE YOU WITH LIMITED ACCESS TO THE EPARIZI TECHNOLOGY (INCLUDING THE EPARIZI SERVICES AND PRODUCTS) THROUGH THE WEBSITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, ON ANY REGISTRATION OR ORDER FORM RECEIVED BY YOU FROM EPARIZI OR ITS AFFILIATES IN CONNECTION WITH THE EPARIZI TECHNOLOGY AND ON ANY DOCUMENTS REFERENCED HEREIN OR ANY ADDITIONAL TERMS AND CONDITIONS THAT CAN BE VIEWED EITHER ON THE PAGES CONTAINING ANY SERVICES OR OFFERINGS, OR VIA A LINK ON THOSE PAGES OR OTHER DIRECTIONS TO THE ADDITIONAL TERMS AND CONDITIONS (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS STATED BELOW, PROMPTLY CEASE ACCESSING OR OTHERWISE USING THE EPARIZI TECHNOLOGY, AND/OR EXIT THIS PAGE BEFORE DOWNLOADING, ACCESSING, USING, SUBSCRIBING OR INSTALLING THE EPARIZI TECHNOLOGY OR PURCHASING PRODUCTS AND SERVICES FROM EPARIZI.

AUTHORITY; ELIGIBILITY

By accessing, subscribing, downloading and/or otherwise using the Eparizi Technology, you certify that you (a) are at least eighteen (18) years of age and that all registration information you submit is accurate and truthful, (b) if you are not at least eighteen (18) years of age, you may only use the Eparizi Technology in conjunction with and under the supervision of a parent or legal guardian who is at least eighteen (18) years of age, (c)if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party, (c) have read this Agreement and have agreed to be legally bound by this Agreement, and (d) agree to all operating rules and policies of Eparizi that may be published within the Eparizi Technology or the Website. If the person accessing, subscribing and/or otherwise using the Eparizi Technology is under eighteen (18) years of age, then such person must review and discuss this Agreement with a parent or legal guardian who is at least eighteen (18) years of age, and by such underage person’s accessing, subscribing, downloading and/or otherwise using the Eparizi Technology, such parent or legal guardian is deemed to have consented to such person’s entering into this Agreement and hereby agrees to be bound by the terms hereof, and to only permit such underage person to use the Eparizi Technology in conjunction with and under their supervision.

INTELLECTUAL PROPERTY

Lorem ipsum…The Eparizi Technology is owned and operated by Eparizi and/or its licensors and is protected by copyright and other intellectual property laws under United States and international laws and treaties – Copyright 2006 Eparizi. All rights reserved. The compilation and arrangement of all content, data and other information found within the Eparizi Technology are also the sole and exclusive property of Eparizi and its licensors and is protected by U.S. and international intellectual property laws. The “look and feel” of the Eparizi Technology, meaning, the structure, sequence and layout of the audiovisual components of such technology as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, are also proprietary to Eparizi and its licensors and fully protected under U.S. and international intellectual property laws.

USE OF THE EPARIZI TECHNOLOGY

Subject to the terms and conditions set forth herein and any third party restrictions, Eparizi grants you a revocable, non-transferable, non-exclusive and non-sublicenseable limited right and license to view, use and access the Eparizi Technology to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content to the extent made available by Eparizi for such purposes on the Website solely for your informational purposes and for your revocable, immediate, private, personal and non-commercial use, and (b) make purchases of goods and services through links found on this Website or through the Eparizi Technology; provided you retain all Eparizi copyright and proprietary notices contained in the original materials or any copies thereof. All rights to ownership or use not expressly stated herein are reserved by Eparizi and Eparizi disclaims any and all implied licenses. Without limiting the foregoing, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access or adapt the Eparizi Technology, or any part thereof; (ii) copy, distribute, display, transmit or reproduce the Eparizi Technology, or any part thereof, in any form, including, but not limited to, fonts, icons, link buttons, wallpaper, and unlicensed merchandise; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, publicly display or perform, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the Eparizi Technology, or any part thereof, including, but not limited to, using any part of the Eparizi Technology to create fonts, icons, links, buttons, wallpaper and unlicensed merchandise; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; (v) use the Eparizi Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right of Eparizi, its affiliates, its third party suppliers or any other third party; (vi) upload, post, email, transmit or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (vii) use Eparizi Technology to harm minors in any way; (viii) fraudulently impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity using Eparizi Technology; (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Eparizi Technology; (x) upload, post, email, transmit or otherwise make available any materials that you do not have a right to make available 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); (xi) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (xii) upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, trojans, spyware, adware or any other malicious computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xiii) interfere with or disrupt the Eparizi Technology or servers or networks connected to the Eparizi Technology, or disobey any requirements, procedures, policies or regulations of networks connected to the Eparizi Technology (including, but not limited, to the Website); and (xiv) “stalk” or otherwise harass another; or collect or store personal data about other users. Eparizi reserves the right to refuse service to anyone, for any reason, at any time. You agree not to access the Eparizi Technology by any means other than through the means that is provided by Eparizi for use in accessing the Eparizi Technology. By posting information or other materials on the Website or within the Eparizi Technology or by making such information available for downloading by you, Eparizi does not waive any proprietary right in and to the Eparizi Technology (including, but not limited to, copyright, service mark, trademark, patent, trade secret or other intellectual property or proprietary right) and does not transfer any rights to you in the Eparizi Technology except for the limited license expressly granted herein.

SUBMISSIONS

Except as otherwise provided herein, any and all comments, suggestions, ideas, graphics, videos, content, data and other information that you transmit to Eparizi through the Eparizi Technology (each, a “Submission”) shall remain your sole and exclusive property (except to the extent that any aspect of your Submission is in the public domain or otherwise not protectable under intellectual property law) , and you shall be solely responsible for your Submission and the consequences of posting or publishing it. By submitting your Submission to Eparizi, you hereby grant Eparizi and its successors and assigns a worldwide, perpetual, non-exclusive license to use, copy, transmit or otherwise distribute, perform, publicly perform and display your Submission for any legal purposes whatsoever now known or hereinafter becomes known. You also grant each user of the Eparizi Technology and the Website a non-exclusive license to access your Submission through the Website and to use, copy, transmit or otherwise distribute, perform, publicly perform, create derivative works of, and display your Submission to the extent expressly authorized by the Eparizi on the Website and/or in this Agreement. Any Submission you provide to Eparizi will be deemed public information and not subject to any confidentiality obligation and Eparizi shall have no obligation to maintain its confidentiality except to the extent the Submission contains personal identifiable information, in which case, Eparizi’ Privacy Policy shall govern Eparizi’ use of such information. By making a Submission, you waive the right to make any claim against Eparizi or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders (“Affiliates”) related to the Submission, including, but not limited to, unfair competition, invasion of privacy, negligence, breach of implied contract or breach of confidentiality, and you further waive all moral rights you may have in any materials uploaded or sent to us by you. You represent and warrant that any and all of your Submissions: (a) shall be true, accurate, current, complete and not misleading, (b) shall not violate the rights of any third party, including, but not limited to, intellectual property and proprietary rights, (c) shall not be fraudulent or involve counterfeit or stolen information or items, (d) shall not violate any law, statute, ordinance or regulation, (e ) shall not violate this Agreement or the Eparizi Privacy Policy, (f) shall not be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person, or falsely state or otherwise misrepresent your affiliation with any person (for example, through the use of similar email address, nicknames, or the creation of false account(s) or any other method or device), (g) shall not be obscene or contain child pornography or any actual sexually explicit conduct, (h) shall not contain or transmit any code of a destructive nature that may damage, interfere with, intercept, or expropriate any system, data, or personal information, (i) link, reference, or contain descriptions of, directly or indirectly, content that is prohibited under this Agreement and the Privacy Policy, or any other policy-related documents made available by Eparizi, and (j) shall not create any liability for Eparizi or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders. You also agree to maintain and promptly update your Submission by means of the Eparizi Technology in order to keep that information true, accurate, current and complete. You further represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to use and authorize Eparizi to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your Submission to enable inclusion and use of the Submission in the manner contemplated by this Agreement; and (ii) you have any necessary written or implied consent, release, and/or permission of each and every identifiable individual person in the Submission to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the Submission in the manner contemplated by this Agreement.

PARTICIPATION DISCLAIMER

Eparizi does not review all Submissions posted to or created by users accessing the Eparizi Technology (including, but not limited to, the Website), and is not in any manner responsible for the content of these communications or the activities of these users. You acknowledge that by providing you with the ability to view and distribute user-generated content through the Eparizi Technology (including, but not limited to, the Website), Eparizi is merely acting as a passive conduit for the distribution of such information and is not undertaking any obligation or liability relating to the Submissions or other content of any users’ activities. Eparizi and its Affiliates do not undertake or assume any duty to monitor the Website for inappropriate content. Eparizi and its Affiliates assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Accordingly, you understand that when using the Eparizi Technology (including, but not limited to, the Website), you will be exposed to content (including, but not limited to, Submissions) from a variety of sources, and that Eparizi is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Eparizi with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Eparizi and its Affiliates to the fullest extent allowed by law regarding all matters related to your use of the Eparizi Technology. Eparizi reserves the right to, without prior notice and in its sole discretion, block, disable or remove (as applicable) communications, postings or materials that it determines to be (a) abusive, defamatory, offensive or obscene, (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark, patent, trade secret, intellectual property or other rights of another or (d) unacceptable and/or in violation of this Agreement or the Eparizi Privacy Policy for any other reason in its sole discretion. You understand and acknowledge that the blocking, disabling, or removal of such communications, postings, or materials may result in the interruption or cancellation of previous processed orders involving your Submissions.

TRADEMARKS

Any and all trademarks displayed within the Eparizi Technology are owned by Eparizi, its licensors or its affiliates, or are the property of third parties (in which case Eparizi makes no claim of ownership rights therein).

CONFIDENTIALITY

At all times during the term hereof and at all times thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of yourself, or any other individual or entity, any Confidential Information of Eparizi. “Confidential Information” means any trade secrets, or confidential or proprietary information whether in written, digital, oral or other form that is unique, confidential or proprietary to Eparizi or its licensors, including, but not limited to, all parts of the Eparizi Technology and any other materials or information related to the business or activities of Eparizi that are not generally known to others engaged in similar businesses or activities.

WARRANTY DISCLAIMER

YOU ACCESS AND USE THE EPARIZI TECHNOLOGY AT YOUR SOLE RISK. THE EPARIZI TECHNOLOGY IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EPARIZI AND ITS RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS DISCLAIM ALL WARRANTIES (WHETHER EXPRESS, STATUTORY OR IMPLIED) OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, DATA ACCURACY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY OTHER WARRANTY ARISING UNDER THE UNIFORM COMMERCIAL CODE, USAGE OF TRADE, COURSE OF CONDUCT OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, EPARIZI AND ITS RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS DO NOT REPRESENT OR WARRANT THAT (A) THE EPARIZI TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (B) THE DEFECTS IN THE EPARIZI TECHNOLOGY WILL BE CORRECTED, (C) THE EPARIZI TECHNOLOGY OR THE SERVERS THAT OPERATE THE EPARIZI TECHNOLOGY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THE DATA, RESULTS AND INFORMATION WITHIN THE EPARIZI TECHNOLOGY WILL BE CORRECT, ACCURATE, ADEQUATE, USEFUL, RELIABLE OR OTHERWISE; AND (E) THE EPARIZI TECHNOLOGY WILL MEET YOUR NEEDS, REQUIREMENTS OR EXPECTATIONS. Eparizi may make changes to the content within the Eparizi Technology or to the products or services described in it, at any time without notice to you. Further, Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume no liability or responsibility for any errors or omissions in the content within the Eparizi Technology. The materials in the Eparizi Technology may be out of date or inaccurate, and Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders specifically disclaim any duty to update such content. Any material downloaded or otherwise obtained by you through the use of the Eparizi Technology is done at your sole discretion and risk. You will be solely responsible for any damage to your computer systems or loss of data that results from the downloading of any such material including, but not limited to, damage caused by viruses and other forms of malware or badware. You acknowledge and agree that Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for (i) any unauthorized access to or alteration of your Submission; (ii) any Submission sent or received or not sent or received and (iii) any Submission stored on storage devices owned, operated or controlled by Eparizi. You acknowledge and agree that Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for any Submission or conduct of any third party, including, but not limited to, content sent using and/or included within the Eparizi Technology provided by any other user of the Website or any third party licensors or suppliers of Eparizi. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you. If any of the exclusions set forth in this Section is determined by a court of competent jurisdiction to be unenforceable, then all such express, implied and statutory warranties shall be limited in duration for the minimum duration required under applicable state law (if any) after the date on which you first access the Eparizi Technology, and no warranties shall apply after such period.

LIMITATION OF LIABILITY

NEITHER EPARIZI, ITS RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, SHAREHOLDERS, SUPPLIERS, OTHER THIRD PARTIES MENTIONED WITHIN THE EPARIZI TECHNOLOGY, NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE EPARIZI TECHNOLOGY AND SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND WHICH MAY ARISE, DIRECTLY, OR INDIRECTLY, FROM YOUR USE OF, ACCESS TO, OR INABILITY TO USE AND ACCESS THE EPARIZI TECHNOLOGY OR FROM YOUR PURCHASE OF PRODUCTS AND/OR SERVICES PURCHASED THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES OR INJURY FROM OR RELATING TO: THE DOWNLOADING OF ANY MATERIAL CONTAINED WITHIN OR ACCESSED VIA THE EPARIZI TECHNOLOGY; THE LINKING TO OTHER WEBSITES FROM THE EPARIZI TECHNOLOGY; THE SERVICES, PRODUCTS OR INFORMATION OFFERED ON, MADE AVAILABLE THROUGH THE WEBSITE; COMPUTER VIRUS OR SYSTEM FAILURE; UNAUTHORIZED ACCESS TO OR USE OF SERVERS AND/OR PERSONAL OR FINANCIAL INFORMATION STORED ON THE SERVERS; AND/OR THE UNAVAILABILITY OF ANY SERVICES OR PRODUCTS MENTIONED WITHIN THE EPARIZI TECHNOLOGY WHETHER OR NOT EPARIZI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL EPARIZI’ AND ITS RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS’ AGGREGATE LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, TORT OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE FEES PAID, IF ANY, BY YOU TO EPARIZI FOR ACCESS AND USE OF THE EPARIZI TECHNOLOGY OR THE PURCHASE PRICE OF ANY GOODS OR SERVICES PURCHASED THROUGH THE EPARIZI TECHNOLOGY, OR, IN ALL OTHER CASES, FIVE DOLLARS ($5.00). YOU SPECIFICALLY ACKNOWLEDGE THAT EPARIZI SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN ALL CASES.

ACCESS TO THE EPARIZI TECHNOLOGY

You shall be responsible for obtaining access to the Eparizi Technology and for all equipment necessary to access the Eparizi Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all fees and charges associated with connecting you to the Eparizi Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges, and associated taxes.

PASSWORDS AND YOUR OBLIGATIONS

You may be asked to register as a member on certain pages or services within the Eparizi Technology and to select a unique username and password in order to be able to access your account and use any of the Eparizi Technology. As a registered member, you are responsible for maintaining the confidentiality and security of your username and password and shall be responsible for all uses of your username and password, including, but not limited to, any purchases facilitated through the use thereof, whether or not in fact authorized by you. You agree to immediately notify Eparizi in writing of any breach of security, including, without limitation, unauthorized use of your username or password. You also understand that exiting immediately from your account (i.e., “logging off”) at the end of each session will enhance your account security and that failure to do so may permit other persons having access to your computer to use, or modify, your account. If you permit any person to use your username and password, you shall be liable for all activity and transactions made by that person including transactions for which you may not have authorized. Please notify us immediately of any unauthorized use of your user name and password via email to [email protected]

SECURITY

The Eparizi Technology resides on the public internet. Eparizi uses commercially reasonable measures to protect the confidentiality and security of communications transmitted to Eparizi and information stored on servers controlled by Eparizi. Notwithstanding these efforts, Eparizi cannot guarantee the confidentiality and security of such electronic communications and storage devices used to store such information (including, personally identifiable information) and disclaims all liability arising therefrom. Without limiting the foregoing, you shall not (a) violate or attempt to violate the security of the Eparizi Technology; (b) access data or materials not intended for you; (c) log into a server or account which you are not authorized to access; (d) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; or (e) attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus to the Eparizi Technology, overloading, “flooding,” “mailbombing” or “crashing” the Eparizi Technology. Violations of system or network security may result in civil or criminal liability. Eparizi reserves the right to investigate occurrences that may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Eparizi, its parent company, successors, assigns, affiliates, agents, vendors, distributors, licensors, end users and suppliers and their officers, directors and employees from and against all losses, expenses, obligations, claims, damages and costs, including reasonable attorneys’ fees, resulting from (a) any violation of the terms and conditions of this Agreement, (b) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing your account, (c) your use of (or inability to use) the Eparizi Technology; and (d) any use of your Submission by Eparizi or any other party, including, but not limited to, any third party claim of infringement of an intellectual property or proprietary right or invasion of privacy or publicity. This indemnification and defense obligation will survive this Agreement and your use of the Eparizi Technology.

TERMINATION

You agree that Eparizi, at its sole discretion, may terminate or suspend your access to and use of the Eparizi Technology (or any part thereof) at any time and for no or any reason whatsoever, including, without limitation, for lack of use by you or if Eparizi believes that you have violated or acted inconsistently with the terms and conditions of this Agreement. Eparizi reserves the right at any time to modify or discontinue, temporarily or permanently your access to and use of the Eparizi Technology (or any part thereof) without notice. You agree that Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any modification, suspension or discontinuance of your use of or access to the Eparizi Technology. Your obligations under this Agreement shall continue even after Eparizi has terminated and/or cancelled this Agreement or your access to the Eparizi Technology. Any provision that by its nature survives shall survive termination, expiration or cancellation of this Agreement including, but not limited to, the license granted by you to Eparizi for use of your Submission.

RESALE PROHIBITED

Products sold from the Website may not be resold by you as new or distributed to or through dealers. Notwithstanding anything to the contrary herein, Eparizi reserves the right to adjust your order to ensure compliance with the terms and conditions of this Agreement, and/or refuse to complete your order for goods and services.

PRODUCT DISPLAY/COLORS & SPECIFICATIONS

The Eparizi Technology (including, but not limited to, the Website) attempts to display product images shown through it as accurately as possible. However, Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders are not responsible for and cannot guarantee the performance or price of any goods, products or services advertised through the Eparizi Technology, and cannot guarantee that the image or color you see displayed on your monitor represents the actual product or conforms to the specifications of the product you have selected. Features, pricing and specifications of products and/or services described or depicted through the Eparizi Technology (including, but not limited to, the Website) are subject to change at any time without notice. Weights and measures are approximate.

APPLICABILITY OF CONTENT

The Website is intended for residents of the United States and is operated in the State of New York, United States of America. Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders make no representation that the content provided through the Eparizi Technology is applicable or appropriate for use in jurisdictions other than the United States of America. If you access the Eparizi Technology (including, but not limited to, the Website) from outside of the United States, please be aware you are responsible for compliance with any applicable laws. To the extent any applicable local laws prohibit your viewing and use of the Eparizi Technology, you may not view or use the Eparizi Technology.

PRIVACY POLICY

We realize that you are concerned about how the information you provide online will be used. Eparizi has a Privacy Policy that discloses what information Eparizi collects about you, how Eparizi uses such information, the steps Eparizi takes to secure such information, how you can view and correct such information and how you can decline to have such information about you collected or used. The Privacy Policy is available on the Website and is incorporated herein by this reference. Please read our Privacy Policy for more details.

JURISDICTION

This Agreement shall be governed and construed in all respects by the laws of the State of New York, without regard to principles of conflict of laws and without application of the Uniform Computer Information Transaction Act and the United Nations Convention of Controls for International Sale of Goods. You agree that the Eparizi Technology (including, but not limited to the Website) is deemed a passive website that does not give rise to personal jurisdiction over Eparizi or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of New York. You agree to submit to the exclusive jurisdiction of the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of the Website. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding. This Agreement governs your use and access to the Eparizi Technology. This Agreement does not modify, alter or amend any other specific agreement you have entered or will enter into with Eparizi. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional services on the Website or within the Eparizi Technology, conflicts with any provision of your other agreements with Eparizi, the terms and conditions of such other agreement shall, take precedence over the conflicting term(s) and conditions of this Agreement (unless otherwise expressly provided in such other agreement).

LINKS TO OTHER WEB SITES

The Eparizi Technology contains links to other web sites (“Third Party Sites”) controlled or offered by third parties (non-affiliates of Eparizi). Eparizi has no control over and is not responsible for the content, accuracy or opinions expressed on such Third Party Sites and such sites are not investigated, monitored or checked for accuracy or completeness by Eparizi. Eparizi has no ability to censor or edit the content of any Third Party Sites. Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby disclaim any and all liability arising from your use of or access to any of the Third Party Sites, including but not limited to, any information, materials, products or services posted or offered at any of the Third Party Sites. By creating a link to Third Party Sites, Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders do not endorse or recommend any products or services offered or information contained at Third Party Sites, nor is Eparizi or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders liable for any failure of products and services offered or advertised at those sites. Such third parties may have a privacy policy different from that of Eparizi and Third Party Sites may provide less security than Eparizi. Without limiting the foregoing, the Eparizi Technology may contain offers from Eparizi for products and services that may be obtained only by linking to the merchant web site to complete the transaction. Terms of the offer shown on the Eparizi Technology, including, but not limited to, price, color, quantity, availability and description may vary from those shown on the merchant’s web site. Differences in the terms of an offer between what is displayed in connection with the Eparizi Technology and what is offered at the merchant web site will be governed by the terms shown on the merchant’s web site. Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders are not responsible or liable for any such differences or discrepancies.

REVISIONS AND CONSENTS

Eparizi reserves the right to revise the terms and conditions of this Agreement at any time and for no or any reason whatsoever. Eparizi also reserves the right to make changes at any time, without notice or obligation, to any of the information, products or services contained on or offered through the Eparizi Technology (including, but not limited to, on the Website). Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions shall be effective immediately and incorporated in this Agreement upon notice thereof, which may be given by any reasonable means, including, but not limited to, posting such changes on the Website. By continuing to enter the Website and/or using the Eparizi Technology, you acknowledge and agree that you shall be bound by any such revisions. Accordingly, you should periodically review the terms and conditions of this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Eparizi with respect to the subject matter addressed herein, and governs your access to and use of the Eparizi Technology, superseding any prior agreements between you and Eparizi relating to such subject matter, but this Agreement may be supplemented by any other legally enforceable agreement you enter into with Eparizi pursuant to your enrollment and/or participation in other features of the Eparizi Technology.

ELECTRONIC DELIVERY POLICY AND YOUR CONSENT

By using the Eparizi Technology, you consent to receive from Eparizi all communications including notices, agreements, legally required disclosures or other information in connection with the Eparizi Technology (collectively, “Contract Notices”) electronically. Eparizi may provide such electronic Contract Notices by posting them on the Website. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Website and the Eparizi Technology.

GENERAL PROVISIONS

Notwithstanding anything in this Agreement to the contrary, if any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions of this Agreement. You agree that if any part of the terms and conditions of this Agreement are found to be unenforceable, then the remainder of the terms and conditions of this Agreement will remain in full force and effect. Eparizi’ or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders’ failure to insist upon or enforce strict performance of any provision of the terms and conditions of this Agreement shall not be construed as a waiver of any other provision, term or right set forth herein. Neither the course of conduct between the parties nor trade practice shall act to modify any of the terms and conditions of this Agreement. Eparizi and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign this Agreement or the rights granted herein to any party without the prior written consent of Eparizi. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.