TERMS & CONDITIONS

1. Terms of Use

   All use of EPIC Services Group LLC and its affiliates (“EPIC”) services and products (together with services, “Products”) are subject to these Terms of Use and all incorporated policies (“Agreement”). This Agreement contains the terms and conditions under which EPIC provides its Products to clients. When you purchase EPIC Products, or otherwise use or access an EPIC Product, you agree to be bound by this Agreement and applicable laws, rules, and regulations.

   BY ACCESSING, USING, OR INTERACTING IN ANY WAY WITH ANY EPIC PRODUCT, YOU ARE AGREEING TO AND ACCEPTING ALL TERMS CONTAINED HEREIN.

   By accepting this Agreement, you are also acknowledging that you have read, understood, agree and accepted our Privacy Policy.

   If you reside in the European Economic Area (EEA), you must read and accept our GDPR Compliance Statement  as well as our Data Processing Addendum and Standard Contractual Clauses before using EPIC Products.  By accepting this agreement you are also acknowledging that you have read, understood, agree and accepted the Data Processing Addendum as part of this Agreement.  You further understand that EPIC may begin tracking or collecting information from visitors who come from third-party email or advertisements immediately.

   1. Client – Client means the individual or entity using any EPIC Products, subject to this Agreement. By accessing or using EPIC Products, You, as the Client, represent that You are authorized to access and/or to use the Products, and if You are an entity, only individuals within Your organization are authorized and permitted to do so (each an “Authorized User”). Client and each Authorized User agree to abide and be bound by these Terms.
   2. Client Information – Client’s license to use EPIC Products and receive support is contingent on Client making timely payments as set forth in the billing section below and keeping its client information up to date at all times.

   When enrolling in, subscribing to, or purchasing any EPIC Product, Client must provide only true and accurate information, which is current and complete. By providing any information, Client promises that any name, mailing address, e-mail account, and/or credit card information you provide is registered to you and/or your use of such information is with permission. Client understands and agrees that EPIC can bar your access to and use of Products if EPIC believes that Client has provided untrue, inaccurate, not current, or incomplete information. Client also agrees that if Client is ordering or purchasing Products on behalf of a company or other entity, that Client has proper authority to commit that company in such a transaction. If Client is using a pseudonym, nickname, assumed name or the like (where permitted), Client agrees that you will nonetheless provide accurate information to our processing company where required (e.g., your real name in connection with a credit card account) so that Client can be billed for one-time or recurring fees.

   3. Grant of License – EPIC grants Client a non-exclusive, limited, revocable, and non-transferable license to use the Products that comprise this Agreement, subject to Client making its payments, and Client agrees to comply with any restrictions herein. Certain EPIC Products utilize, interface with, or operate in connection with services provided by or through an EPIC third-party partner. Client’s license is therefore also subject to all applicable limitations, terms and conditions of service and use for services and products provided by third-parties to the extent they control content or usage. Client agrees to comply with all such limitations, terms, and conditions in connection with Client’s usage of EPIC Products.

   This License is personal to Client; Client may not transfer any rights or duties contained in this license. Except as may be provided in the Client’s Agreement, client may not license, sublicense, assign or otherwise dispose of all or any part of the Products or any of the limited rights granted to Client to any third-party.

   This license is limited to one runtime, session and/or repository instance. Additional payment or membership fee is required for each additional runtime, session and/or repository instance. Separate license fees and validation codes are required for each business entity to use any of the Products that comprise this Agreement. Only Authorized Users may use the Products that comprise this Agreement.  Furthermore, no account may be sublet or used on behalf of any business other than the account owner’s.

   Limitations over Products may be imposed by third parties over whom EPIC has no control. EPIC will use reasonable efforts to communicate any such limitations to Client. Other limitations may apply to Client’s usage of particular features or certain aspects of the Products. YOU ARE RESPONSIBLE FOR TIMELY PAYMENT OF YOUR SUBSCRIPTION OR OTHER FEES, AND YOUR LICENSE MAY BE TERMINATED FOR NONPAYMENT OF ANY SUCH FEES.

   Client agrees that it will not rent, lend, or transfer any Products that comprise this agreement or any of its rights under these Terms without the express written permission of EPIC.

   4. Billing Policy and Payment – Use of EPIC Products constitutes your acceptance of and agreement to comply with this section.

   All accounts are set up on a prepaid basis. Payment must be received by EPIC  before any billable Product is provided/activated. In the event of a trial period, payment information must be on file before Client’s account is created. Client is required to keep a valid credit/debit card on file to charge for recurring subscription(s). All recurring subscriptions are automatically invoiced and charged to the credit/debit card on file.

   Eligibility for trial subscriptions is determined by EPIC at its sole discretion, and EPIC may limit eligibility or duration to prevent trial abuse. EPIC may use information such as device ID, method of payment or an account email address used with an existing or recent EPIC membership to determine trial eligibility. Trial subscriptions are limited to one trial per person, per product. The purchase and subsequent cancellation of multiple trials may result in permanent closure of the account.

   EPIC will charge Client a membership fee at the end of the trial period and membership will automatically renew on a periodic basis (e.g., monthly, annually) unless Client cancels their membership prior to the end of the trial period.

   If it is determined that any Client fails to pay the agreed upon monthly or annual payments by exploitation of any self-billing feature, all associated accounts may be terminated immediately, without warning, and Client will be billed for all unpaid usage.

               4.1 Billing Cycle – The membership fee for EPIC Products, and any other charges in connection with the use of EPIC Products, such as taxes and possible transaction fees, will be charged on a periodic basis (e.g., monthly, annually) on the calendar day corresponding to the end of the trial period until membership is cancelled. Membership fees are fully earned upon payment. In some cases, the payment date may change, for example if the payment method is not successfully settled or if the paid membership began on a day not contained in a given month. EPIC may authorize a payment in anticipation of membership or service-related charges through various methods, including authorizing a payment up to approximately one month of service as soon as registration occurs. In some instances, an available balance or credit limit may be reduced to reflect the authorization during the trial period.

   In the event a credit/debit card fails to charge successfully, access to the EPIC Products will immediately cease.

   Cancellation of a subscription immediately stops automatic subscription billing. If there is time remaining in a billing period, access to the Product will remain open until the end of the current billing period. EPIC does not provide refunds or credits for any partial billing periods. To cancel membership, please contact [email protected].

               4.2 Fees – In the event an account is submitted to a third-party collections service, a $35.00 processing fee may be assessed to the existing account balance. This fee is in addition to any other fees previously assessed on the account.

   All checks are held for 10 business days prior to orders being processed. If a customer initiates a chargeback, EPIC may assess a $25.00 processing fee for each individual chargeback.

   Any charges not paid when due are subject to interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum interest rate allowed by applicable law.

               EPIC reserves the right to increase subscription pricing at the time of renewal. All serviced based and coaching programs are non-refundable.

               4.3 Billing Disputes – Client agrees to provide EPIC 30 days to attempt settlement of any billing dispute before disputing with any third-party credit/debit card company or bank. Should EPIC receive a chargeback from a third-party credit/debit card company or bank on the Client’s behalf before EPIC has been given a chance to resolve the issue, EPIC may charge Client for its time spent resolving such disputes and any associated fees incurred by EPIC, in addition to the $25.00 chargeback fee mentioned above. Regardless of the outcome of the chargeback, EPIC retains the right to collect on any services or fees that are due. EPIC may submit any disputed amounts to a collection agency. Once a chargeback has been received, EPIC has the right to suspend the account until the matter is resolved.

               4.4 Applicable Taxes – The fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Client agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent EPIC is legally required to collect the same, will be itemized on the product invoice. If Client has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Client will gross up the payments so that EPIC receives the amount actually quoted and invoiced. If EPIC has the legal obligation to pay or collect Taxes for which Client is responsible under this section, the appropriate amount will be invoiced and paid by the Client unless, prior to the invoice date, the Client provides EPIC with a valid tax exemption certificate authorized by the appropriate taxing authority.

   Unless otherwise indicated in writing, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. In no event will EPIC credit, refund, or reimburse you for a foreign exchange fee charged by your credit card for any difference in fees due to currency conversion.

   5. Product Performance –EPIC cannot guarantee that every Product description is 100% accurate, complete, reliable, and/or error-free. EPIC is not responsible for the accuracy of any descriptions for any product sold by third parties, or the accuracy of the description of any third-party product offered by EPIC. Except as expressly provided, Client’s sole recourse is from the third-party providing the product.

   Client acknowledges and agrees that all features and content of EPIC Products are subject to availability of a suitable or adequate internet connection, valid email account, computer equipment and sufficiently available bandwidth at the time of Client’s attempted use or access. Client shall be solely responsible for procuring the necessary computer equipment and internet connection required for accessing and using the Products. Client shall hold EPIC harmless from any failure or inability to access the Products resulting from Client’s failure to procure any such necessary equipment or services.

   EPIC PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. EPIC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF EPIC PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.

   If, for any reason, an EPIC Product is not capable of running online as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of EPIC which threatens or corrupts or adversely affects the administration, security, fairness, integrity or proper conduct of an EPIC Product, EPIC, reserves the right, in its sole discretion, to cancel, terminate or suspend the Product. ANY ATTEMPT BY YOU TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PRODUCT MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE; EPIC WILL DISQUALIFY YOUR ATTEMPTED REDEMPTION AND RESERVES THE RIGHT TO SEEK DAMAGES FROM YOU TO THE FULLEST EXTENT PERMITTED BY LAW.

   6. Confidentiality – Client shall not disclose any information related to EPIC, or its Products, that is either marked confidential or, given its subject matter, would reasonably be regarded as being of confidential nature, without EPIC’S express written consent. The rights and obligations set forth in this Paragraph shall not apply to: (i) information publicly known or in the public domain prior to the time of disclosure; (ii) information publicly known and made generally available after disclosure through no action or inaction of the recipient; (iii) information already in the possession of recipient, without confidentiality restrictions; (iv) information obtained by the recipient from a third party without a breach of confidentiality; and (v) information independently developed by the recipient.

   Client date may be disclosed to third parties in accordance with EPIC’s Privacy Policy, including but not limited to instances where disclosure is legally required. EPIC shall not be liable for disclosure of Client data or confidential information if made in response to a valid court order or authorized government agency.

   7. Intellectual Property – Client agrees that EPIC Products, including but not limited to graphics, user interface, audio clips, video clips, editorial content, templates and the scripts and software used to implement EPIC Products, contains proprietary information and material that is owned by EPIC and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. Client agrees to not use such proprietary information or materials in any way whatsoever except for use of the EPIC Products in compliance with this Agreement. No portion of EPIC Products may be reproduced in any form or by any means, without expressed written permission from EPIC. Client agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the EPIC Products in any manner, and Client shall not exploit the EPIC brand in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.

   Notwithstanding any other provision of this Agreement, EPIC and its licensors reserve the right to change, suspend, remove, or disable access to any EPIC Product, content, or other materials comprising a part of the EPIC brand at any time without notice. In no event will EPIC be liable for making these changes. EPIC may also impose limits on the use of or access to certain features or portions of EPIC Products, in any case and without notice or liability.

   All copyrights in and to EPIC (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by EPIC and/or its licensors, who reserve all their rights in law and equity. THE USE OF SOFTWARE OR ANY PART OF EPIC LLC, EXCEPT FOR USE OF EPIC LLC AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

   EPIC, the EPIC logo, other EPIC trademarks, service marks, graphics, and logos used in connection with EPIC LLC are trademarks or registered trademarks of EPIC Services Group LLC in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with EPIC Services Group LLC Services may be the trademarks of their respective owners. Clients are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

   8. Termination – Without prejudice to any other rights EPIC may have, EPIC may cancel this Agreement without notice or refund if Client fails to abide by this Agreement. All other obligations Client has agreed to under these Terms shall survive the Termination of the Agreement for any reason. If Client’s account is terminated by EPIC, Client is prohibited from creating any new accounts and Client agrees not to attempt to circumvent this provision by attempting to obtain a new account under a different name, email address, using a different IP address, or through any third party.

   Termination for Nonpayment: EPIC may terminate this Agreement WITHOUT notice for nonpayment, where Client’s account is in arrears, delinquent, or past due. EPIC reserves the right to provide a short grace period at its discretion for long-standing customers, or customers with long-standing good credit. Client understands and agrees that the consequences of nonpayment may be severe for Client’s business and assumes all liability and risk of loss if Client’s access to any EPIC Product is terminated for nonpayment. Client agrees that any Termination for Nonpayment is EPIC’S right and is solely caused by Client’s actions. Client further agrees that this serves as Client’s notice of such Termination for Nonpayment, and that Client assumes all liability for any Termination for Nonpayment and expressly agrees to hold EPIC harmless for all damages Client may suffer as a result of such Termination for Nonpayment.

   9. Compliance with Applicable Telemarketing and Dialing Laws – Client agrees to use the Products in accordance with all applicable federal, state, and local laws and regulations and industry standards. Without limiting the generality of the foregoing, Client agrees that it shall comply with and abide by all applicable Federal and State laws, rules and regulations governing the use of automated or prerecorded/artificial calls or texts including but not limited to the Telephone Consumer Protection Act, the Telemarketing Sales Rule and accompanying Do-Not-Call regulations, and, without limitation, any and all current or future equivalent state telemarketing laws regulating the use of prerecorded or automated calls/texts, state do-not-call regulations, and state telemarketer registration requirements.

   When using the Product, Client shall provide accurate, correct, and truthful Caller ID information; shall provide all disclosures required by law; agrees and acknowledges that compliance with such laws and regulations is Client’s sole responsibility and Client bears sole liability for any and all communications sent using the Products.

   Client acknowledges and understands that recipient consent is required for certain types of communications. Client understands that there may be different “levels” of consent for different communications.

   Client acknowledges that all calls are recorded when using certain EPIC Products, and agrees to comply with all federal and state recording and wiretapping laws and regulations when using such Products.

   Without limiting the foregoing sections, if Client does not have either consent or a business relationship with a recipient as required by applicable law or legally valid exemption from, or legally valid exception to, such laws, Client shall not make that communication.

   Client (i) has and maintains personally or via a third-party the records to prove that Client had the necessary consent, business relationship or legally valid exemption from, or legally valid exception to, such laws at the time of the communication and (ii) will provide certified copies of such records to EPIC promptly on EPIC’s email request.

   10. Disclaimer of Warranty –CLIENT ACKNOWLEDGES THAT ITS USE OF EPIC PRODUCTS IS AT ITS OWN RISK. EPIC IS PROVIDING THE PRODUCTS THAT COMPRISE THIS AGREEMENT AS IS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EPIC DOES NOT GUARANTEE THAT THE PRODUCTS THAT COMPRISE THIS AGREEMENT WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.

   EPIC FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY THAT EPIC PRODUCTS WILL FUNCTION WHEN INTEGRATED OR COMBINED WITH THIRD-PARTY SOFTARE PRODUCTS.

   EPIC DOES NOT MAKE ANY REPRESENTATION THAT CLIENT’S USE OF ANY EPIC PRODUCT WILL COMPLY WITH ANY LEGAL REQUIREMENTS IN A PARTICULAR JURISDICTION.  CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE USE OF THE APPLICABLE PRODUCT IS IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF ANY JURISDICTION TO WHICH CLIENT MAY BE SUBJECT.

   11. Limitation of Liability –CLIENT ACCEPTS ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES CLIENT SUFFERS IN CONNECTION WITH ACCESSING OR USING ANY EPIC PRODUCTS, OR INSTALLING ANY SOFTWARE, PLUGIN, ADD-ON OR THE LIKE, IN CONNECTION WITH THIS AGREEMENT. CLIENT UNDERSTANDS THAT EPIC’S LIABILITY IS STRICTLY LIMITED BY THIS AGREEMENT. DO NOT ACCESS OR USE EPIC PRODUCTS IF YOU ARE UNABLE OR UNWILLING TO ACCEPT THIS LIMITATION. IN NO EVENT SHALL EPIC OR ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER OR HOWSOEVER INCURRED AS A RESULT OF ANY ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE PRODUCTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST OPPORTUNITIES, BUSINESS INTERRUPTION, OR LOST INFORMATION, AND LOST DATA, EXCEPT TO THE EXTENT WHICH IT IS UNLAWFUL TO EXCLUDE SUCH LIABILITY. CLIENT’S USE OF PRODUCTS IS ENTIRELY AT YOUR OWN RISK. IN THE EVENT THAT ANY EXCLUSION CONTAINED IN THIS AGREEMENT SHALL BE HELD TO BE INVALID FOR ANY REASON AND EPIC BECOMES LIABLE FOR ANY LOSS OR DAMAGE, CLIENT AGREES THAT EPIC’S LIABILITY SHALL BE LIMITED TO THE LESSER OF US $500.00 OR WHAT CLIENT PAID TO LICENSE THE PRODUCT, AS AGREED-UPON LIQUIDATED DAMAGES.

   IN NO EVENT SHALL EPIC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM:

   (i)    ANY ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES WITH RESPECT TO THE PRODUCTS SOLD, OR ANY FINANCIAL TRANSACTION INCLUDING BUT NOT LIMITED TO PRICING ERRORS, TRANSACTION PROCESSING ERRORS BY THIRD PARTIES, CREDIT CARD OR SIMILAR FRAUDULENT TRANSACTIONS PROCESSED BY CLIENT OR ON CLIENT’S BEHALF, OR ERRONEOUS OR FRAUDULENT CHARGEBACKS;

   (ii)    ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CLIENT’S ACCESS TO AND/OR USE OF EPIC PRODUCTS;

   (iii)    ANY UNAUTHORIZED ACCESS TO OR USE OF EPIC’S SERVERS, COMPUTERS, OR BUSINESS RECORDS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;

   (iv)    ANY LOSS OR DELETION OF CLIENT’S DATA (INCLUDING USER CONTENT) FROM EPIC’S SERVERS OR SYSTEMS AFTER CLIENT’S LICENSE TO USE EPIC PRODUCTS HAS EXPIRED, LAPSED, OR BEEN TERMINATED FOR ANY REASON BY YOU OR EPIC;

   (v)    ANY INTERRUPTION OR CESSATION OF PRODUCT OPERATION;

   (vi)    ANY BUGS, VIRUSES, MALWARE, SPYWARE, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PRODUCTS BY ANY THIRD PARTY;

   (vii)    ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A DIRECT OR INDIRECT RESULT OF CLIENT’S ACCESS TO OR USE OF ANY EPIC PRODUCT;

   (viii)    ANY LOSS RESULTING FROM TERMINATION INCLUDING BUT NOT LIMITED TO TERMINATION FOR NONPAYMENT; AND/OR

   (ix)    ANY LIABILITY INCURRED BY CLIENT FOR VIOLATIONS OF THE GDPR OR SIMILAR PRIVACY REGULATIONS WHETHER OR NOT BASED IN WHOLE OR PART ON EPIC’S PROCESSING OF ANY DATA PROVIDED BY CLIENT TO EPIC OR PROCESSED IN CONNECTION WITH PROVIDING THE SERVICES HEREUNDER TO CLIENT OR ON CLIENT’S BEHALF;

   (x)        ANY LIABILITY OR LOSS RESULTING CLIENT’S INTERACTION WITH OTHER CLIENTS, INCLUDING BUT NOT LIMITED TO TRANSACTIONS, OR ANY OTHER ECONOMIC ARRANGEMENTS ENTERED INTO BETWEEN CLIENTS OR BY CLIENT AND ANY OTHER THIRD-PARTY.

   WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EPIC WAS ADVISED OF OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES.

   THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS PARAGRAPH ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING THIS AGREEMENT AVAILABLE TO CLIENT AND THAT, WERE EPIC TO ASSUME ANY FURTHER LIABILITY OTHER THAN SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. THIS LIMITATION OF LIABILITY APPLIES EQUALLY TO CLAIMS RELATED TO THIRD PARTY SOFTWARE AND ITS OWNERS AND PROVIDERS.

   12. Indemnification – Client shall fully indemnify, hold harmless and defend EPIC and its directors, officers, employees, agents, stock holders, subsidiaries, and Affiliates (collectively “EPIC Indemnified Parties”) from and against all claims demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to (1) Client’s use of EPIC Products, (2) any breach of any representation or warranty of Client contained in these Terms, (3) any breach or violation of any covenant or other obligation or duty of Client under these Terms or under applicable law, (4) any claim that material offered by Client, created, copied distributed or promoted directly or indirectly using EPIC Products caused damage to a third-party; (5) Client’s violation of any third-party right, including without limitation any copyright or other property right, or privacy right, including under the GDPR; (6) Any claim that EPIC violated provisions of the GDPR based on processing data (a) in accordance with instructions that Client provided to EPIC; or (b) expressly or impliedly on Client’s behalf to provide agreed upon services to Client; (7) Any claim that Client’s use of EPIC Products violated any applicable Federal and State laws, rules and regulations governing the use of automated or prerecorded/artificial calls or texts including but not limited to the Telephone Consumer Protection Act, the Telemarketing Sales Rule and accompanying Do-Not-Call regulations, and, without limitation, any and all current or future equivalent state telemarketing laws regulating the use of prerecorded or automated calls/texts, state do-not-call regulations, and state telemarketer registration requirements; (8) Client’s interaction with other clients, including but not limited to transactions, or any other economic arrangements entered into between clients or by Client and any other third-party. This indemnification section expressly survives termination of this agreement and Client’s use of EPIC Products.
   13. Assignment –Client shall not directly or indirectly assign, transfer, convey, pledge, encumber, or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of EPIC, which consent will not be unreasonably withheld. Any assignment made without EPIC’s consent is void and ineffective. EPIC can assign or transfer any rights or obligations under this Agreement without the prior written consent of the Client. In the instance that such assignment occurs, EPIC will make reasonable efforts to give notice to Client of such transaction.
   14. Severability – If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
   15. Integration – These Terms, together with the policies, and the corresponding Agreement executed by Client (which are incorporated by reference) set forth the entire Agreement relating to the subject matter hereof and supersede all prior agreements, discussions, and understandings between Client and EPIC, whether oral or written, relating to the subject matter hereof. These Terms supersede any prior edition of terms and conditions with respect to EPIC Products.
   16. Governing Law – WHERE PERMITTED UNDER THE APPLICABLE LAW, CLIENT AND EPIC AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. NO ARBITER OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS UNDER THESE TERMS AGAINST EITHER PARTY TO THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES.

   This Agreement, these Terms, any corresponding online forms executed by Client, and any claim arising out of or in connection thereto (including any non-contractual disputes, acts or omissions, or claims in contract, tort, or otherwise), shall be construed under the laws of the State of Texas regardless of conflict of law provisions. Client and EPIC irrevocably consent to the exclusive venue of the state or federal courts in Texas. Neither party will bring any legal action more than two years after the cause of action arose. Client and EPIC further agree that as a condition precedent to instituting any legal action, the parties must participate in a non-binding mediation.

   17. Prevailing Party – In the event of any litigation arising out of or related to this Agreement, and/or any corresponding Agreement executed by Client, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses associated with such proceedings, including reasonable attorney’s fees. For purposes of this provision, if a matter is filed in any venue other than the venue specified in the Governing Law section, and the matter is dismissed for improper venue, the party that did not file the action shall be deemed the prevailing party in that action for purpose of recovering costs and expenses.
   18. Updates/Changes to Services and Terms – Due to changes in technology and the marketplace, EPIC may make modifications to the Products that comprise this Agreement or particular components of such Products (including but not limited to discontinuing a component) from time to time, at EPIC’s sole discretion, and will use commercially reasonable efforts to notify Client of any material modifications. Client agrees that EPIC will not be liable to Client for any such modifications. Likewise, EPIC reserves the right to routinely update, amend or change these Terms.
   19. Notices – All notices to Client under these Terms will be deemed given when delivered via e-mail to the address set forth in Client’s account information. All notices to EPIC under these Terms will be deemed given when delivered via e-mail to [email protected].
   20. Consent to Communication – Client agrees that EPIC and its affiliates, successors and assignees, reserves the right to send electronic communications to Client for the purpose of informing Client of changes or additions to Products. Client further agrees that from time-to-time EPIC may contact Client via electronic communications for the purpose of soliciting feedback or participation in user surveys relating to Products. Client shall have no obligation to participate in or respond to any such request or survey.

   21. Authorization of Funding – I authorize Epic Network to obtain my personal credit profile under FCRA solely to provide me with a funding pre-qualification through a soft, zero impact credit check utilizing only my name, phone and email address.

   22. Affiliates – EPIC’s affiliates may include subsidiaries, subcontractors, and sub-processors. EPIC may subcontract any work under this Agreement to any third party or affiliate without Client’s prior written consent. Subject to the limitation of liability provision above, EPIC shall remain responsible for the performance acts and omissions of any subcontractor or affiliate.

   Terms updated February 2024