MyEKC Terms of Service Agreement

PLEASE READ THESE TERMS OF SERVICE AGREEMENT CAREFULLY BEFORE CONTINUING REGISTRATION AND USING THE SERVICE. BY CREATING AN ACCOUNT OR USING THE SERVICE, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT AND HAVE THE AUTHORITY TO DO SO, BINDS SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY.

1. Definitions

1.1 Definitions . “You” and “your” refers to the individual or the entity you represent that has ordered the Service (“MyEKC” software and “SurPaaS” subscription management tool) from Provider (“Employee Knowledge Center, LLC”) by creating an account, subscribing to this Service (“Subscription”) and by otherwise using the Service and any other User (an individual or entity that accesses or uses the Service).

2. Use of Service

2.1 License . Subject to the terms and conditions of this Agreement, You and your Users shall have the nonexclusive, limited right to access and use the Service, solely for your internal business operations. You may allow Users to use the Service for this purpose and you are responsible for your Users’ compliance with this Agreement.

2.2 Registration . To access and use the Service, you must have an active Subscription for the Service. You must provide your full legal name, a valid email address and a relevant and unique Tenant Name (to identify your entity) to activate your subscription. You must be human to create an account. Accounts registered by automated methods are not permitted. Upon the establishment of a Subscription, a new web IP address that includes your Tenant Name in the URL, such as www.TenantName.myekc.net.aspx, is created and an administrator user name and password is generated (“Admin User”). By logging into the Service with such Admin User credentials, you can create and administer one or more user accounts, each with a unique user name and password (“User”). The username and password (“Credentials”) are used to authenticate the User and thereby allow access to the Service, including any of your data stored as part of the Service. You are solely responsible for maintaining the confidentiality of the Credentials. You shall not share Credentials amongst multiple Users and you shall not transfer or share the Credentials with any third party. You are fully liable for any act or omission of any users that access or use the Service with the Credentials.

2.3 Use Restrictions . You may not:

    remove or modify any program markings or any notice of Provider’s or its licensors’ proprietary rights;
    make the Service, or any materials relating thereto, available in any manner to any third party for use in the third party’s business operations;
    modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service;
    access or use the Service in order to build or support, or assist a third party in building or supporting, products or services competitive to the Service;
    exploit or make the Service, or related materials, available to any third party other than as expressly permitted under the terms of this Agreement;
    except as expressly provided herein, copy, reproduce, distribute, republish, download, display, post or transmit the Service, or any portion thereof, in any form or by any means; or
    attempt to gain unauthorized access to the Service or related systems or networks.

2.4 Protection against Unauthorized Use . You will use your best efforts to prevent any unauthorized use of the Service and will immediately notify Provider in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Provider to prevent or terminate unauthorized use of the Service.

2.5 Modifications . Provider and its licensors and providers may, in its sole discretion, upgrade, enhance, change and modify the Service, including by discontinuing a Service or any aspect or feature thereof. Provider further reserves the right to change and amend this Agreement, including the Privacy Policy. You will be notified of such changes and amendments. If such changes and amendments to this Agreement are not acceptable to you, you may terminate your access to and use of the Service. Continued access or use of the Service by you or your Users after such 30th day of being notified shall be deemed acceptance by you of the amended or changed terms.

3. Subscription Term

3.1 Term . The term of this Agreement (“Term”) shall commence on the date you accept this Agreement and shall continue in full force and effect until either party terminates this Agreement pursuant to Section 3.2.


3.2 Termination . You may terminate this Agreement at any time by canceling your account. If you wish to cancel your account you may do so by logging into your subscription management account (SurPaaS), going to the Administration tab, clicking on Your Subscription link, and clicking the Unsubscribe icon. Provider may, with or without cause, terminate or suspend your account and access to the Service for the following reasons: (a) breach or violation of this Agreement, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, (e) extended periods of inactivity, or (f) failure to pay any fees owed for the Service. Termination includes removal of access to all offerings within the Service and may also bar you from further use of the Service. Furthermore, you agree that all terminations shall be made in Provider’s sole discretion and that Provider shall not be liable to you nor any third-party for any termination of your account or access to the Service.

3.3 Effect of Termination . Upon termination of this Agreement, all rights to access or use the Service terminate. All provisions of this Agreement which by their nature extend beyond termination of this Agreement shall survive termination of this Agreement.

4. Compliance

4.1 Compliance with Laws . You will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service. You agree to provide any notices and obtain any consents related to your use of the Service, including those related to the collection, use, processing, transfer and disclosure of personal information.

4.2 Account Information and Use . You are solely responsible for all activity occurring under your account and will: (a) notify Provider immediately of any unauthorized use of any password or account or any other known or suspected breach of security, and (b) not impersonate another Provider user or provide false identity information to gain access to or use the Service.

4.3 Information Provided to Provider . You represent and warrant that you own and control all of the rights to the information and materials that you store, post or transmit through the Service, or you otherwise have the right to use such information and materials; and the use of the information and materials you supply does not violate this Agreement, will not violate any rights of or cause injury to any person or entity, and will not otherwise create any harm or liability of any type for Provider or for third parties. You understand that all information publicly posted or privately transmitted through the Service is your sole responsibility and that Provider will not be liable for any bug or omissions in any content.

4.4 Technical Requirements . You must have the required equipment, software, and Internet access to use the Service. Acquiring, installing, maintaining and operating equipment and Internet access is solely your responsibility. Provider neither represents nor warrants that the Service will be accessible through all web browser releases or all versions of computing devices.

5. Fees

5.1 Subscription Fees . For the Service provided under this Agreement, you will pay Provider the subscription fees based the Subscription you register under, which could be based on the number of Users, the amount of consulting hours, or any discounts, free trials or any other offering available at the time of subscribing. Subscription are paid on a monthly basis, every 30 days from the date of creating an account and subscribing to the Service.

5.2 Payment . Applicable fees will be invoiced to you at the beginning of any package offering that includes consulting or other services or at end of any free trial and each month thereafter until you cancel your account. All amounts owed shall be due 30 days from your receipt of an invoice for same. You hereby authorize Provider to charge your credit card for payment of the Service on or shortly after each monthly due date. If for any reason Provider is unable to process your payment using the credit card information provided, Provider may immediately suspend or terminate your account. You are responsible for keeping your credit card information current and remain liable for all unpaid fees. All fees must be paid in United States currency. Fees are non-refundable and no refunds will be issued for partially used periods. Provider may modify the fees upon 30 days prior notice.

5.3 Offset . Fees and expenses due from you under this Agreement may not be withheld or offset by you against other amounts for any reason.

6. Intellectual Property Ownership AND YOUR RIGHTS

Provider, and its licensors and providers, own all right, title and interest, including all related intellectual property rights in and to the Service, Provider’s (and its providers’) logos and trademarks, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. You retain all ownership and intellectual property rights in and to your data. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership of all of your data. You grant Provider a worldwide, limited right and license to host, copy, transmit, view, modify, reformat, translate, transfer and display your data as necessary or appropriate for Provider to provide the Service in accordance with this Agreement.

7. Disclaimer of Warranties

MyEKC service guarantees availability 99% of the time, excluding scheduled maintenance or upgrade times at which customers will be notified ahead of time whereby users might experience a brief service interruption. Should you experience an extended service interruption, send an email to support@myekc.com.

While MyEKC service guarantees availability 99% of the time, you understand and agree that the service is provided on an “as is” and “as available” basis. Provider does not warrant that (a) the service will meet your requirements, (b) the service will be uninterrupted, timely, secure, or bug-free, or (c) the results that may be obtained from use of the service will be accurate or reliable. You acknowledge that provider does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Provider is not responsible for any delays, delivery failures, or other damage resulting from such problems.

9. Limitation of Liability

9.1 Limitation of Remedy . Except for claims arising under section 8 and to the extent permitted by law, Provider and its suppliers and providers will not, under any circumstances, be liable to user for consequential, incidental, special, or exemplary damages arising out of or related to this agreement, including but not limited to lost profits or loss of business, even if apprised of the likelihood of such damages occurring.

9.2 Maximum Liability . To the extent permitted by law, under no circumstances will Provider’s total liability of any and all kinds arising out of or related to this agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the greater of amounts paid to Provider by you for the service in the three (3) months prior to the event giving rise to the claim.

9.3 Independent Allocations of Risk . Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Agreement between the parties. This allocation is reflected in the pricing offered by Provider to you and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this agreement.