Date: 10 March 2022
These Terms of Service (the “Agreement”) are a legal agreement between You as the user and Epinium SL, registered under the laws of Spain with the company number B67811240, with registered office located at Carrer d’Ernest Lluch 32 TCM2 2.17, 08302 Mataró, Barcelona (“Epinium SL”, or “We” “Our” or “Us”), that governs Your limited, non-exclusive and terminable right to the use of the Epinium Site and Services as defined herein. By clicking on the “Start Using Epinium” button, or otherwise making use of the Services, You agree to be bound by the terms of this Agreement.
If You do not agree to this Agreement, You should not register for an Account and should not make use of any of the Services or the Site. By accepting this Agreement, You acknowledge that You have read this Agreement, understand it and agree to be bound by its terms and conditions.
We may modify this Agreement from time to time. We will give you advance notice of modifications by email to the email address associated with your account and by posting a written notice on our Site, and you hereby agree that this shall constitute adequate notice in this regard. All modified terms will automatically become effective on the earlier of the day you use the Site and/or the Services, or 30 calendar days after their initial posting on the Site. Your use of the Site and/or the Services after the effective date of any modification to this Agreement shall constitute your acceptance of the Agreement, as modified.
“Account” shall mean an account with Epinium SL to use the Services;
“Agreement” shall mean these Terms of Service, including the attachments which form an integral part of these Terms of Service and which, as a whole, govern your relationship with Epinium SL;
“Applicable Law” shall mean the laws to which Epinium SL is subject, in particular the Laws of Spain, where Epinium SL is incorporated and Regulation (EU) 2016/679, the General Data Protection Regulation (GDPR), and any other laws that may be applicable from time to time;
“Confidential Information” shall mean any information provided by You or Us (the “Disclosing Party”), to the other party (the “Receiving Party”), whether orally or in writing, which information is designated as confidential. Provided that, for all purposes, Confidential Information shall not be understood to include any information that (a) is publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) is discovered or created by the Receiving Party prior to disclosure by the Disclosing Party; (c) is known to the Receiving Party through legitimate means other than the Disclosing Party or representatives of the Disclosing Party; or (d) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval;
“Data” shall mean content, Personal Data, information, Knowledge and Confidential Information relating to your business, some of which may not be publicly available, including but not limited to technical and commercial information relating to your business, systems, processes, software and services, as the case may be, of your parent company or its affiliates;
“Intellectual Property Rights” shall mean copyright, including moral and related rights, rights of use, musical works, literary works, designs, databases or any other works protected by copyright, trade names, protected business identifiers, patents, utility models and trademarks, as well as all other industrial and intellectual property rights, in each case registered or unregistered, which subsist now or will subsist in the future anywhere in the world;
“Knowledge” shall mean non-proprietary information, knowledge, experience, formula, research, processes, studies, reports, data and designs developed by and/or in its possession;
“Personal Data” Any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Service/s” refers to software as a service (SaaS) offered by Epinium SL and featuring a variety of resources including, but not limited to, heat maps, visitor logs, funnel and form analytics, opinion polls, surveys, recruiters and other functionality developed and introduced by Epinium SL from time to time and described in more detail on the Site in Our Product Tour;
“Site/s” shall mean the epinium.com website, in addition to the subpages that are integrated into this website;
“Subscription Plan” shall refer to one of the various subscription packages through which you may use the Services, as further described in Our Product Tour;
“Subscription Term” shall mean the period of time during which Epinium SL shall make available to you the subscription to the Services, provided that you comply with the obligations assumed under this Agreement;
“Third parties” shall mean any person, whether legal or natural, other than You or Epinium SL;
“Trial Period” shall mean the free access that Epinium SL provides you with to the Services for a limited and stated period of time, which shall be granted at the sole discretion of Epinium SL, and which may be revoked by Epinium SL at any time without prior notice;
“You” / “Your” shall mean a person, whether natural or legal, acting in the course of a trade or business, who agrees to be bound by the terms contained in this Agreement.
- Account registration, access and disclosure
2.1. To use the Site and benefit from Our Services, you must create an Account by completing a registration form, providing us with all required information and checking the box “I accept the Terms of Service” and clicking on the button “Start using Epinium SL”. You agree to provide us with complete and accurate information at the time of registration and to keep such information accurate and up to date during your use of our Service. You are advised to keep your login credentials strictly confidential and to refrain from disclosing them to anyone. We will not be liable for unauthorized access to your account that occurs as a result of your failure to keep your login credentials safe and secure.
2.2. If You are using the Site or the Services for and on behalf of a legal entity, You may do so by creating a separate Account with Epinium S.L. or by adding a new organizational site to Your existing Account. Any separate Account or new organizational site to Your existing Account will be governed by the terms and conditions set forth in this Agreement and as detailed in clause 2.6 herein. If You are using the Site or the Service for and on behalf of a legal entity, You shall be, and shall be presumed to be, empowered by and/or duly authorized for and on behalf of that legal entity and You and the legal entity shall be jointly and severally bound by this Agreement. If You cease to be a duly authorized representative of the legal entity, You shall be responsible for immediately informing Epinium S.L., in which case the legal entity shall remain subject to the Agreement, and the legal entity shall simultaneously proceed to inform Epinium S.L. of the new authorized representative. Until Epinium SL is notified of a new authorized representative, you will remain liable as above. Epinium SL shall not be liable in the event that a person without the necessary power / not duly authorized to conclude this Agreement on behalf of a legal entity.
2.3. We reserve the right for Us, Our contractors or Our employees, after obtaining Your prior consent, to access Your Account and the information You have provided for support, maintenance and service purposes or for any security, technical or billing related reason.
2.4. It is your responsibility to protect your personal data and maintain the confidentiality of your user information and passwords. You are also responsible for promptly notifying Epinium S.L. of any unauthorized use of Your account, or any breach of Your account information or password. To the extent that any such loss was not caused by Epinium S.L.’s gross negligence, willful misconduct, fraud or bad faith, Epinium S.L. will not be liable for any loss that you may incur as a result of someone else using your user name or password, either with or without your knowledge. To the extent permitted by applicable law, You will be liable for any expenses, including usage charges and fines, fees, civil judgments and reasonable attorneys’ fees for your intentional or negligent failure to safeguard user and password information and/or to notify Epinium SL promptly of any unauthorized use of your account or breach of your account information or password.
2.5. If you are:
- a parent company that owns a majority interest (51% or more) in a subsidiary or other legal entity; or
- a subsidiary or other legal entity owned by a parent company with a majority interest (51% or more); and
- If You wish to extend this Agreement to Your parent company or its affiliates, as the case may be, You may do so by creating a separate Account with Epinium S.L. or by adding a new organization site to Your existing Account. Such separate Account or new organization site to Your existing Account will be governed by the terms and conditions set forth in this Agreement.
2.6. Your parent company or its subsidiary(ies), as the case may be, shall be deemed to be a third party beneficiary(ies) of this Agreement with the same rights and obligations attributed to You and Epinium S.L. under this Agreement and shall assume all liabilities and obligations as if such parent company or subsidiary, as the case may be, were You.
- Scope of services
The scope of the Service(s) to which you may have access may depend on the corresponding Subscription Plan, the Subscription Term and the respective and timely payment of the Service fees to Epinium SL.
4.1. We offer several different subscription plans for our services. The applicable Subscription Plan depends on Your choice. Your Subscription Plan is selected during registration of Your Account and You may choose to change Your plan at any time. You can find information about our standard plans on our pricing page. All rates listed on our website do not include VAT or any other taxes that may apply in your jurisdiction. For more information about our subscription plans, please contact us. You may extend or reduce your subscription at any time during the term of your subscription, in which case we will apply the respective fees on a pro-rata basis.
4.2. We offer several different subscription plans for our services. The applicable Subscription Plan depends on Your choice. Your Subscription Plan is selected during registration of Your Account and You may choose to change Your plan at any time. You can find information about our standard plans on our pricing page. All rates listed on our website do not include VAT or any other taxes that may apply in your jurisdiction. For more information about our subscription plans, please contact us. You may extend or reduce your subscription at any time during the term of your subscription, in which case we will apply the respective fees on a pro-rata basis.
- Duration and renewal of subscription
5.1. Trial period. The length of the trial period is specified during the account creation process. At the end of the trial period, you will be asked to enter your payment details if you have not already done so. If you have already updated your payment details, your credit card or PayPal account will be automatically charged on the billing date indicated in the billing section associated with your account on our site.
5.2. Renewal Term. Unless you notify Epinium S.L. in writing at least three (3) business days prior to the conclusion of your current subscription period (or any subsequent renewal period) that you do not intend to renew your subscription, you will be enrolled in an automatic renewal cycle for the same period at the conclusion of the subscription period (the “Renewal Period”). This applies to all Subscription Plans that involve a fee, and works the same for monthly and annual renewals. Any written notice of your intent not to renew must be sent to the following email address: firstname.lastname@example.org . The email must be from the registered Epinium SL Account owner.
6.1. Either You or We may terminate this Agreement for cause as a result of a material breach of the terms of this Agreement by the other party if the breaching party fails to cure such material breach within fifteen (15) calendar days of receipt of written notice of the breach from the non-breaching party. In addition, we may immediately terminate this Agreement if you (i) terminate your business or become insolvent; (ii) admit in writing an inability to pay your debts when due; (iii) make an assignment for the benefit of creditors; (iv) become subject to the direct control of a trustee, receiver or similar authority; or (v) fail to pay installments when due in accordance with your Subscription Plan. In the event this Agreement is terminated for cause due to an uncured material breach by you, you agree, without limiting any of our other rights or remedies, to pay all unpaid installments for the remainder of your term.
6.2. In the event this Agreement is terminated by you due to an unsecured material breach by us, you will be entitled to a pro rata refund of all fees previously advanced to us from the date of termination through the end of the subscription period.
6.3. You may terminate this Agreement by requesting the deactivation and deletion of your account while connected to the Service. Epinium S.L. may also terminate your right to use the Site and/or the Services with or without cause at any time. Epinium SL will notify you by email to your registered email account if we terminate your account. Your obligation to pay charges and fees accrued through the date of termination shall survive any termination of this Agreement. In the event of termination of this Agreement, the limitations on use of the Services set forth in Section 7 and our warranties set forth in Section 10 shall survive any termination of this Agreement.
6.4. Upon expiration of the subscription term or termination for any reason whatsoever, your subscription plan will terminate immediately and you will be able to use the free version of the Service accordingly.
- Limited licenses
7.1. Subject to this Agreement, Epinium S.L. grants you a limited, revocable, non-exclusive, non-transferable, non-assignable license to use the Site and/or access the Services as a software as a service (SaaS) solution for business and commercial use subject to the other terms of this Agreement. You agree not to resell any portion of the Services. You will not transfer, lease, sublicense, modify, reverse engineer, decompile or disassemble the Site and/or any part of the Services. You will not copy, adapt, alter, modify, translate or create derivative works of the Site and/or the Services without Epinium’s prior written permission. You represent and warrant that you will not use the Services for illegal purposes or for the transmission of information that may be classified as unlawful, libelous, abusive, obscene or infringing any rights, including intellectual property rights of third parties.
7.2. You will not permit Third Parties to use the Services, with the exception of clauses 2.5 and 2.6 above, including but not limited to sharing via a network connection, except under the terms of this Agreement.
7.3. In order to protect the intellectual property rights in the Services, you will not circumvent or disable any features or technological measures of the Services. You will not use the Services, including in conjunction with, any device, program or service designed to circumvent any deployed technological measures, in an attempt to control access to, or rights in, a content file or other work protected by intellectual property laws.
7.4. Any prohibited use, as detailed above, will constitute a material breach of this Agreement and will cause us, in our sole discretion, to immediately terminate your right to access the Service. Any breach of this clause will make you liable for damages suffered by Epinium SL.
8.1. Unless otherwise noted, all right, title and interest in and to the Site and/or the Services and any content contained therein are the exclusive property of Epinium SL. Unless otherwise specified, the Services are for your limited use and if you copy or download any information from this Site and/or Service, you agree that you will not remove or obscure any copyright or other notices or legends contained in such information.
8.2. User may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer or otherwise use for commercial or public purposes, in whole or in part, any information, software, products or Services obtained from the Site and/or the Services, except for the purposes expressly provided herein, without the prior written approval of Epinium SL.
8.3. Except for intellectual property rights that are already registered or in your name, or intellectual property rights created by or for you during the term of this Agreement, all trademarks, trade names, service marks, logos and other intellectual property rights of Epinium LLC on the Site and the Services are owned by Epinium LLC. Your use of any marks on the Site and Services other than as authorized in this Agreement, or as otherwise authorized in writing by Epinium S.L., is strictly prohibited.
8.4. All of its trademarks, trade names, service marks and logos are its property. The use by Epinium S.L. of any of its trademarks in any manner other than as authorized in this Agreement, or as authorized by you in writing, is strictly prohibited.
8.5. In the course of providing the Services, Epinium S.L. will have access to some of your Data. All right, title and interest in and to the Data is its exclusive property, except as otherwise provided in this Agreement.
8.6. Epinium SL shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer or otherwise use for commercial or public purposes, in whole or in part, any of your data belonging to you, except for the provision of the services expressly provided herein, without any further approval or prior consent from you.
8.8. You acknowledge and agree that Epinium LLC may disclose any Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any of your content and/or Data violates the rights of Third Parties; or (d) protect the rights, property or personal safety of Epinium LLC, the Site, the Services, its users and the public.
8.9. In the event that You provide Epinium S.L. with any opinion, suggestion, comment or improvement with respect to the Site and/or the Services, You grant Epinium S.L. the non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license and distribute such opinion, suggestion, comment or improvement in any manner without any obligation of any kind whatsoever to You. Nothing in this Agreement shall be construed to limit Epinium S.L. from using, developing and marketing any Service that incorporates feedback, suggestions, comments or enhancements provided by you.
8.10. For the avoidance of doubt, all such rights of Epinium SL to use your data shall be granted only for the duration of this contract.
- Confidential information
9.1. The person receiving the Confidential Information (the “Receiving Party”) shall hold and maintain the Confidential Information in the strictest confidence for the sole and exclusive benefit of the other party (for purposes of this section, the “Disclosing Party”). The Receiving Party shall ensure the restriction of access to the Confidential Information to its employees, contractors and Third Parties, as commercially and reasonably necessary, and shall require such persons to sign and abide by non-disclosure restrictions at least as protective as those contained in this Agreement. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for its own benefit, publish, copy or disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Receiving Party shall return to the Disclosing Party any Confidential Information and all records, notes and other written, printed or tangible materials in its possession pertaining to the Confidential Information promptly upon the Disclosing Party’s written request.
10.1. Epinium SL guarantees and represents that:
- The Intellectual Property Rights (including, without limitation, all copyrights, trademarks, design rights, service marks, whether registered or unregistered) in any material provided by Epinium SL as part of the Site and/or the Services do not, to the best of Epinium SL’s knowledge, infringe any Third Party Intellectual Property Rights when used in accordance with this Agreement;
- Epinium SL will only use your data in accordance with this contract, including its annexes; and
- Epinium SL represents and warrants to You that it has all rights and authority necessary to enter into the Master Agreement and any Addenda to provide the Services.
10.3. If you are located in the European Economic Area (EEA) or have visitors in the EEA, you represent and warrant that you use the Service in accordance with the GDPR, including that you:
- clearly describe in writing how you intend to use the processed data, including for your use of our service. We have prepared a model form that you can use for this purpose (please consult your own lawyer before using it);
- have complied and will comply with all applicable data protection, electronic communications and privacy laws and regulations;
- having processed all data relating to any individual in accordance with all data protection laws and regulations; and
- You agree to indemnify us and hold us harmless for any loss, including attorneys’ fees, resulting from your breach of any part of these warranties;
- You further agree that, if applicable, you have signed our Data Processing Agreement.
10.4. You agree, in connection with your use of the Service, to comply with all applicable export and re-export control laws and regulations. You warrant that you are not located in a country sanctioned by the United Nations Security Council and that you are not on a sanctioned list. You also warrant that you will not purchase the Service using funds from a sanctioned country.
11.1. In no event shall Epinium SL, its owners, suppliers or any of their respective owners, directors, employees, contractors and/or agents be liable to You or any Third Party for any direct, indirect, special, exemplary, punitive or any other consequential or incidental damages (including, but not limited to any lost profits or revenues, interruption, loss of programs or other information, or any other pecuniary loss) arising directly or indirectly from (i) your use of or access to the Site and/or Services, or any content, product or service distributed on or provided through the Site and/or Services, (ii) for any failure or interruption of the Site and/or Services whether due to errors, omissions, loss of Data, defects, viruses, interruptions or delays in operations or transmissions or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Epinium S.L. or its suppliers have been expressly advised of the possibility of such damages.
11.2. In any event, and without limiting the foregoing, Epinium’s maximum aggregate liability under this Agreement, including its attachments, or in connection with the use or exploitation of any part or all of the Site or the Services, User Content or User Material in any manner, shall not exceed your monthly subscription fee.
- Data retention
12.1. Epinium SL is committed to securely store data on behalf of Our customers in accordance with their Subscription Plan and the terms of each Subscription Plan. All data beyond the established term will be routinely and automatically deleted from our systems.
12.2. You expressly acknowledge and agree that Epinium S.L. does not provide any archiving or backup services, and may delete Data that is no longer in use and that exceeds the time periods stipulated in the applicable Subscription Plan. Epinium S.L. expressly disclaims any obligation with respect to the archiving, storage and backup of Data.
- Assumption of risks
13.1. You use the Internet at your own risk and subject to all applicable local, state, national and international laws and regulations. Although Epinium SL has endeavored to create a secure and reliable Site and Services, it is not responsible for the security of information beyond its control. Epinium S.L. shall not be responsible for any interruptions or omissions in Internet, network or hosting services. You assume the sole and entire risk of using the Site and Services.
13.2. You acknowledge that, as a result of the global nature of the Internet and the World Wide Web, the Site and/or the Services are available online and, in general, may be accessible from anywhere in the world at any time. Access to the Site and/or the Services may not be legal by certain persons or in certain jurisdictions. Your access to and use of the Site and/or the Services is at your own risk and you are responsible for compliance with the laws of your jurisdiction and any jurisdiction in which you use the Site and/or the Services. You agree to comply with all local rules regarding online conduct and acceptable content in any content generated.
14.1. The Site and/or Services may include links to certain websites, materials or content developed by Third Parties. Epinium SL has not reviewed all of the sites linked to its Site and/or Services and is not responsible for the contents of any such linked material. The inclusion of any link does not imply endorsement by Epinium S.L. of the linked material and Epinium S.L. shall not be responsible for any link contained therein. Use of any linked material is at your own risk. Epinium SL reserves the right, in its sole and absolute discretion, to discontinue links to any other material at any time and for any reason.
15.1. Unless you specifically withdraw your consent to this clause by sending an email to email@example.com, you acknowledge and consent to Epinium SL making use of any of its trademarks, logos and trade names to identify you as a user / customer of Epinium SL on the Site and / or Epinium SL Services, in addition to any other marketing materials.
- Security application
16.1.Your actual or attempted unauthorized use of any of the Sites and/or Services may result in criminal and/or civil prosecution by us. For your protection, we reserve the right to view, monitor and record activity on the Site and/or Services without prior notice or additional permission from you, to the extent permitted by applicable law, and only in accordance with this Agreement. This right extends to our review of monitoring activity and details regarding violations claimed by You. Any information obtained through monitoring, review or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of potential criminal activity on any of the Sites and/or Services.
17.1. If any provision of this Agreement is held by any court of competent jurisdiction to be unenforceable, such provision shall be limited to the minimum extent necessary to keep this Agreement in effect to the maximum extent possible.
18.1. Our Indemnification Obligations: We agree to indemnify, defend and hold you harmless from any claims brought by Third Parties arising out of or relating to our infringement of a Third Party’s Intellectual Property Rights arising directly out of your use of the Services in accordance with the terms of this Agreement. Without limiting the foregoing, we shall have no indemnification obligation with respect to any claim (i) arising out of or relating to your Data (ii) your violation of any Applicable Law; (iii) your violation, whether alleged or actual, of any Third Party rights, including but not limited to Data protection and privacy rights.
18.2. Your indemnification obligations: You will indemnify, hold harmless and defend Epinium SL, including any of its affiliates, officers, owners, partners, directors, employees, contractors, agents, subsidiaries, shareholders, licensors, suppliers and other partners (“Epinium SL Indemnified Parties”), to the fullest extent permitted, in full and in perpetuity, and at its own expense, from any third party liability, claims, costs, expenses, liabilities, obligations, losses or damages, excluding indirect damages and consequential losses that may arise from (i) Your unauthorized use of any material obtained through the Site and Services; (ii) Your use of and access to the Site and Services that is not in accordance with this Agreement; and (iv) Your violation, alleged or actual, of any rights of Third Parties.
18.3. Indemnification Procedures: The respective indemnification obligations of the parties referred to above are conditioned upon: (a) the indemnified parties giving the indemnifying party prompt written notice of the claim, provided that failure to give prompt notice shall only limit the indemnification obligations to the extent the indemnifying party is prejudiced by the delay or failure; (b) the indemnifying party having full and complete control over the defense and settlement of the claim; (c) the relevant indemnified parties to assist in connection with the defense and settlement of the claim (provided that the settlement shall not include the payment of any amount or admission of liability, whether civil or criminal, by any indemnified party), as the indemnifying party may reasonably request; and (d) compliance by the indemnified parties with any settlement or court order entered in connection with the claim. The indemnifying party shall indemnify the indemnified parties against (i) all damages, costs and attorneys’ fees ultimately awarded against any of them with respect to any claim; (ii) all out-of-pocket expenses (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of the claim (other than attorneys’ fees and costs incurred without the consent of the indemnifying party after agreeing to defend such claim); and (iii) all amounts that the indemnifying party has agreed to pay to any third party in settlement of any claim arising under this clause that has been settled by or with the approval of the indemnifying party.
18.4. Infringement Remedy: If You are prohibited from using any of the Services or any portion thereof based on a claim of infringement of third party intellectual property covered by Our indemnification obligations hereunder, We, at Our sole expense and at Our option, may (a) obtain for You the right to use the allegedly infringing portions of the Services; (b) modify the allegedly infringing portions of the Services so that they are non-infringing without diminishing or substantially impairing their functionality; or (c) replace the allegedly infringing portions of the Services with non-infringing items of substantially similar functionality. If we determine that the foregoing remedies are not commercially reasonable, then we will promptly provide you with a pro rata refund of any prepaid fees we have received under this Agreement that correspond to the unused portion of the Term. The remedy set forth in this Clause is your sole and exclusive remedy for any actual or alleged infringement by us of any Third Party Intellectual Property Rights in the event that you are prevented or otherwise prohibited from using any of the Services or a portion thereof on the basis of a claim covered by our indemnification obligations under this Clause.
18.5. You shall be solely responsible for the defense of any such claims, as well as the payment of any losses, costs, damages or expenses arising therefrom, whether to a Third Party or to Epinium S.L. in connection therewith. You may not, without the express prior written approval of Epinium SL, attempt to, or settle, dispose of or enter into any proposed settlement or resolution of any claim (whether finally adjudicated or otherwise) brought against You, if such settlement or resolution gives rise to any obligation or liability for Epinium SL. This clause shall survive termination of this Agreement, regardless of its origin, and upon termination of your access to and/or use of the Site or the Services.
- Applicable law and dispute resolution
19.1. This Agreement is governed by and construed in accordance with the laws of Spain. The parties agree that any dispute or claim arising out of or relating to this Agreement or its subject matter shall be subject to the exclusive jurisdiction of the Spanish Arbitration Center in accordance with the Arbitration Act and the arbitration rules of the Spanish Arbitration Center in effect at the time of the dispute. Epinium SL shall reserve the right, at its option and for its exclusive benefit, to institute proceedings relating to your use of the Site and the Services in the courts of the country in which you reside.
- Waiver of jury trial
20.1. You and Epinium S.L. waive your rights (if any) to a jury trial with respect to all claims and causes of action (including counterclaims) relating to or arising out of this Agreement. This waiver shall also apply to any subsequent amendment or modification of this Agreement.
- No collective actions
21.1. All claims between the parties, including the parent companies and affiliates referred to in clauses 2.5 and 2.6 above, relating to this Agreement shall be litigated individually and You shall not consolidate or seek class treatment for any claim with respect to the Services.
- Waiver of this Agreement
22.1. Our failure to enforce, at any time, any of the provisions, conditions or requirements of the Agreement, or our failure to require, at any time, compliance by you with any of the provisions of the Agreement, shall in no way relieve you of your obligation to comply with any of the provisions of the Agreement or our ability to enforce any and all such provisions as written.
22.2. Any and all waivers by either party of compliance with any provision, condition or requirement of the Agreement shall be effective against the other party only if in writing and signed by an authorized officer of such party, and any such written waiver shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
- Assignment and delegation
23.1. Neither party may assign or delegate any rights or obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign its rights and obligations under the Agreement in connection with a consolidation, merger, acquisition or sale of substantially all of its assets, stock or business without the prior written consent of the other party.
- Relationship of the parts
24.1. Notwithstanding anything contained herein, nothing contained in these Terms shall be construed as creating a partnership, agency, sole employer, joint employer or any other type of employment relationship between the parties, nor as imposing any liability attributable to such relationship on either party. Neither party shall have any right, power or authority to enter into any agreement on behalf of the other party, to incur any obligation or liability or to bind the other party in any other manner.
25.1. The rights and obligations of this Agreement which by their nature are intended to survive termination, including, without limitation, the indemnification provisions and limitations of liability set forth in this Agreement, shall remain in full effect after termination or expiration of the Agreement.
- Privacy / Data Protection
26.2. By agreeing to the terms contained in this Agreement, including its attachments, You acknowledge and warrant that You will comply with all applicable laws, including, but not limited to, data protection and privacy laws, and that You will indemnify the Epinium SL Indemnified Parties against any claims by Third Parties relating to the violation of such applicable laws in the use of the Service.
THE MATERIALS CONTAINED ON THE SITE AND EPINIUM SL’S SERVICES ARE PROVIDED “AS IS”. OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN CLAUSE 10 OF THIS AGREEMENT, EPINIUM SL MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER VIOLATION OF RIGHTS. FURTHER, EPINIUM SL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS SITE OR SERVICES OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES OR SERVICES OF THIRD PARTIES LINKED TO OR WITHIN THE SITE OR SERVICES OR THAT THE SERVICES WILL BE ERROR FREE OR PROVIDE CERTAIN RESULTS.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO ITS TERMS.
Carrer d’Ernest Lluch 32 TCM2 2.17
+34 (93) 151-2830