Terms & Conditions
Terms & Conditions
This Agreement sets out the terms and conditions which govern the use of the Material of Epsilaw by you as a Subscriber. By registering as a Subscriber and/or otherwise using the Material you acknowledge to have read and understood the terms and conditions of this Agreement and agree to be bound by them. If you do not agree you should not register as a Subscriber and you are not permitted to use the Material for any purpose whatsoever.
Pay particular attention to Disclaimers and Limitations of Liability.
IT IS AGREED AS FOLLOWS:
“Agreement” means this agreement and the terms and conditions set out in this document, as amended from time to time.
“Affiliates” means, with respect to each party, entities that control, are controlled by, or are under common direct or indirect control with such party.
“Authorized Users”, where the Subscriber is a natural person, it means the Subscriber, and where the Subscriber is a legal person it means any natural person employed by the Subscriber who was granted an individual username and password by Epsilaw and for which Fees apply.
“Epsilaw” is the trade name of Playbells & Co. Services Ltd a limited liability company incorporated in Cyprus with registration number 332644.
“Fees” means the fees payable for the Services, as indicated upon subscription, depending on the various subscription plans offered from time to time, or, where applicable as independently negotiated and agreed.
“Licence” means the licence to the Materials granted pursuant to clause 4 of this Agreement.
“Materials” means practice memorandums, notes, articles, opinions, directions, templates, agreements, deeds, minutes, resolutions, letters, affidavits, court applications, forms, legal updates, newsletters, reports, and all and any other documents of any nature whatsoever made available through Epsilaw website, as such documents are updated, modified, amended, replaced or supplemented from time to time.
“Services” means the services of providing legal know-how by making the Material or certain Material available (under the Licence) in the website of Epsilaw for a specified period of time as offered by Epsilaw and subscribed by the Subscriber from time to time.
“Subscriber” means the person or entity which has subscribed for Services and has been granted a Licence by entering into this Agreement.
“Subscription Term” means the period set upon subscription by the Subscriber and Epsilaw, as per the selected subscription plan, for which period the Subscriber will receive the Services and Fees are payable.
- INTELLECTUAL PROPERTY RIGHTS
The Materials are proprietary to Epsilaw and/or its licensors (as applicable) and are protected throughout the world by copyright and other intellectual property rights. The Subscriber shall not to remove any document identification or notices of proprietary restrictions. The Subscriber hereby acknowledges and agrees that the right, title and interest in the Materials and in any modifications made by Subscriber to the Materials, as provided for below in this Agreement, is retained by, and absolutely remains with, Epsilaw and/or its licensors (as applicable). No license, right or interest in Epsilaw's logos or trademarks is granted to the Subscriber under this Agreement. The Materials are licensed, not sold. Except as expressly stated in this Agreement, no licence or right is granted directly or by implication, inducement, estoppel, or otherwise.
This Agreement is effective from the moment of becoming a Subscriber, thus accepting the terms and conditions, and shall remain in force until the earlier of (i) expiry of the Subscription Term, or (ii) termination of this Agreement in accordance with the terms and conditions herein.
The Subscription Term shall be renewed automatically for an equivalent term where the subscription is not cancelled on or before expiration.
A minimum subscription term may apply depending on the various subscription plans offered from time to time. Fees will apply at least for the minimum subscription term irrespective of expiry or termination of this Agreement.
In consideration of the payment of the Fee by the Subscriber and receipt of the corresponding payment by Epsilaw, Epsilaw hereby grants to the Subscriber a non-exclusive and non-transferable licence to use the Materials, strictly for the duration of the Subscription Term, subject to the terms and conditions contained within this Agreement.
The Subscriber is permitted to view, copy, revise, customize, and otherwise use the Material in the context of its business and towards that effect make available to third parties, including clients of the Subscriber, information or documents based on the Materials. Notwithstanding the aforementioned, the Subscriber is strictly prohibited to systematically avail or otherwise use the Material for any business purposes which are directly or indirectly in competition with (or contrary to the interests of) Epsilaw.
The Subscriber shall not copy, re-produce, make available or otherwise use the Material except as expressly permitted by this Agreement.
The licence granted to the Subscriber under this Agreement is strictly limited to Authorized Users and the Subscriber shall not, and shall ensure its Authorized Users do not, make available or grant access to the Material to any other person, whether by disclosing the Subscriber username(s) or password(s) or otherwise.
The licence grated to the Subscriber may not be assigned, sub-licenced, sold, transferred or otherwise disposed to any person, including Affiliates of the Subscriber, without the written consent of Epsilaw.
The licence granted to the Subscriber is not exclusive and thus the Subscriber acknowledges and agrees that Epislaw may grant licence to the Materials to other person who may be in competition or otherwise have conflicting interests with the Subscriber.
Use of the Material, including any adaptation thereof for specific purposes, is the absolute and sole responsibility of the Subscriber and Epsilaw does not represent, warrant or guarantee appropriateness of the Material for any purpose whatsoever.
The Materials constitute legal knowledge and resources and is not legal advice. Epislaw are not practicing lawyers and is not providing legal services or advice or otherwise acting as a practicing lawyer in providing the Services. Epislaw is not bound by and does not accept any responsibilities and duties of legal practitioners in providing the Services and no client-lawyer relationship exists between Epsilaw (including its editorial staff and other contributors of the Materials) and the Subscriber.
The Materials may be incorrect, inadequate, insufficient, misleading, incomplete, out of date, may not reflect recent legal developments or practices, may not be appropriate or applicable for specific facts or circumstances and may otherwise be inappropriate for the uses of the Subscriber. Epsilaw gives no warranty or assurance whatsoever about the Material, expressly waives all implied warranties and accepts no responsibility whatsoever for reliance or use of the Material by the Subscriber.
The Materials may be amended, supplemented, replaced, deleted, or treated otherwise by Epsilaw from time to time, at its sole discretion, unilaterally and without the requirement to notify or obtain consent from the Subscriber.
- LIMITATION OF LIABILITY
The Subscriber assumes sole responsibility for the use of the Materials and for any acts performed or any conclusion and inferences arising from such use.
Epsilaw shall not be liable for any damages, including loss of profit, reputational or other economic loss or any loss whatsoever whether direct or indirect, consequential loss, charges, or expenses however arising in connection with the use of the Materials by the Subscriber and the Subscriber hereby absolutely waives any claims whatsoever against Epsilaw for any such loss whether arising in contract, tort (including negligence or breach of statutory duty), misrepresentation, equity, restitution or otherwise.
Epsilaw’s entire aggregate liability in connection with breach of this Agreement shall be limited to the Fees paid by the Subscriber for the 12 months preceding the date of this Agreement.
Limitation of liability under this clause and waiver of claims by the Subscriber shall extent to Epsilaw’s, employees, directors, agents, consultants, sub-contractors, Affiliates and all contributors of the Material who shall be entitled to enforce this clause.
Epsilaw shall have no liability under this Agreement where it is prevented from performing its obligations for reasons outside its reasonable control.
The Subscriber acknowledges and hereby represents and warrant that the limitations under this clause are reasonable.
- WARRANTIES AND INDEMNITY
Epsilaw shall defend, indemnify, and hold Subscriber harmless from any claim or proceeding alleging that Subscriber's use or possession of the Materials in accordance with the terms and conditions of this Agreement infringes any third party patent, trademark or copyright.
The Subscriber shall not be entitled to the benefit of the indemnity in clause 7 above if the Subscriber fails to notify Epsilaw in writing within ten (10) days of Subscriber being notified of any such claim or proceeding, (ii) the Subscriber does not at the written request of Epsilaw immediately cease to use or possess the Material on any such claim being made, (iii) the Subscriber, without the prior written consent of Epsilaw, acknowledges the validity of or takes any action which might impair the ability of Epsilaw to contest the claim or proceedings if it so elects, (iv) the infringement arises due to modification of the Materials by anyone other than Epsilaw, use of the Materials other than in accordance with this Agreement and the infringement would not have arisen without such use or modification, or (v) the claim is raised based on use or possession in a country that is not a party to the World Intellectual Property Organization (WIPO) treaties on patents, trademarks and copyrights.
If any such claim or proceeding referred to in clause 7 is made against Subscriber, Epsilaw alone shall have the right (in its sole discretion):
(a) to defend and/or settle any such third party claim or proceedings and/or to initiate counter-proceedings, and to require the Subscriber to join and co-operate with the defense, settlement and/or counter proceedings at Epsilaw's reasonable cost. If Epsilaw elects to not assume the defense of, settle such claims and/or initiate counter-proceedings, the Subscriber may proceed with defending the claim in good faith and Epsilaw will reimburse all claims, damages, charges, expenses and liabilities (including reasonable counsel fees and costs) finally awarded or agreed to in a monetary settlement. Epsilaw shall have the right to approve Subscriber's chosen counsel under this clause, such approval not to be unreasonably withheld;
(b) to: (i) procure a license so that Subscriber's use, possession and distribution of the Materials in accordance with the terms and conditions of this Agreement does not infringe any third party patents, trademarks or copyrights; or (ii) modify or replace or remove the Materials with a functionally equivalent Materials so that it no longer infringes a third party's patents, trademarks or copyrights.
The above paragraph sets out the Subscriber’s sole remedy and the whole liability of Epsilaw in the event that the products infringe any copyright or other intellectual property rights of third parties. Subscriber must, in any event, mitigate losses to the fullest extent possible.
- SERVICES CHANGES
Subscriber acknowledges and agrees that Epsilaw may vary, update, add, supplement or discontinue any feature of the Services from time to time for any reason including but not limited to changes in demand, security and technology.
This Agreement and the Subscriber's rights under it will terminate immediately if (i) the Subscriber fails to pay Fees to Epsilaw which become due or (ii) Subscriber breaches any of the terms and conditions of this Agreement; or (iii) other than for Services for which payment has already been received in full, the Subscriber takes or suffers any action on account insolvency.
Subject to compliance with the terms of this Agreement, including any minimum subscription period, the Subscriber may terminate this Agreement at any time by cancelling its subscription.
Subscriber's right to use and access the Material will automatically terminate on expiry of the applicable Subscription Term or termination of this Agreement.
On the date of termination of this Agreement or the applicable Subscription Term, the Subscriber must cease all further use of the Materials downloaded, printed, saved or otherwise in the possession of the Subscriber and destroy all copies of any Material whatsoever held by the Subscriber.
Except as expressly set forth herein, all Fees paid are non-refundable.
Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2 below.
Each party may disclose the other party's confidential information to its employees, officers, representatives or advisers, provided such party ensures compliance to this Agreement by any such person; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use the other party's confidential information for any purpose other than the performance of this Agreement.
Subscriber acknowledges and agrees that Epsilaw may collect the following types of information: (i) Materials, Materials version, Material features being used by Subscriber, (ii) processing times taken, (iii) Subscriber's customer identification code and company name, and (iv) IP address and/or ID of the machine which returns the above listed information.
The information collected under the above paragraph may be used for the purposes of (i) providing the Materials and performing this Agreement, (ii) verifying Subscriber's compliance with the Licence entitlement, (iii) evaluating and improving the performance of the Materials, (iv) preparing statistical analysis, (v) planning development roadmaps and strategies, (vi) issuing alerts and notices to Subscriber about incidents which affect the Materials being used by Subscriber.
Epsilaw may also require the Subscriber's contact details and (where applicable) payment information for the purposes of (i) providing technical support, (ii) billing, (iii) verifying Subscriber's credentials and License entitlement, (iv) issuing license expiry and renewal notices, (v) carrying out compliance checks, and (vi) providing account management.
Subscriber expressly gives Epsilaw permission send promotional emails to Subscriber to provide information about other Epsilaw services and features of the Services. If Subscriber does not wish to give Epsilaw permission for the uses described under this paragraph, Subscriber may notify Epsilaw in writing which permission is not granted or may opt out any email communication using the option grated therein.
- PAYMENT TERMS
The Subscriber has no obligation to provide Epsilaw with ideas, suggestions, concepts, or proposals relating to Epsilaw's Materials, services, products or business (“Feedback”). However, if Subscriber provides Feedback to Epsilaw, Subscriber grants Epsilaw a non-exclusive, non-revocable, worldwide, royalty-free license that is sub-licensable and transferrable to any party, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback, without any reference, obligation, or remuneration to Subscriber. All Feedback shall be deemed non-confidential to Subscriber. Subscriber shall not provide to Epsilaw any Feedback it has reason to believe is or may be subject to the intellectual property claims or rights of a third party.
To help manage Subscriber's use of the Services is compliance with this Agreement, Subscriber agrees that Epsilaw will perform audits from time to time, calculating the number of Users, Computers, Servers or other applicable units benefiting from the Services. If an audit reveals that Subscriber has underpaid Fees to Epsilaw, Subscriber shall be invoiced for and shall pay to Epsilaw within thirty (30) days of the date of invoice an amount equal to the shortfall between the fees which should have been paid by the usage revealed by the audit (according to prevailing applicable fees per user as at that time) and those paid by Subscriber. If the amount of the underpayment exceeds five percent (5%) of the fees due or the audit reveals a violation of any license restrictions pursuant to this Agreement then, without prejudice to Epsilaw's other rights and remedies, Subscriber shall also pay Epsilaw's reasonable costs of conducting the audit.
Epsilaw may in its sole discretion assign, novate, subcontract or otherwise transfer any of its rights or obligations hereunder.
Epsilaw may amend the terms and conditions of this Agreement and/or any documents and policies referenced herein at any time, including without limitation by posting revised terms and conditions on its website and/or the location of such document or policy. Such amended terms and conditions shall be binding upon Subscriber with effect from the date of such change. For the avoidance of doubt, such amended terms and conditions shall supersede any prior version of this Agreement.
Failure by either party to enforce any particular term or condition of this Agreement shall not be construed as a waiver of any of its rights under it.
The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.
This Agreement constitutes the entire agreement between the parties relating to the licensing and use of the Materials and supersede any other oral or written communications, agreements or representations made.
Except where expressly provided in this Agreement, a person who is not a party to this Agreement has no right to enforce any term or condition of this Agreement, and the parties to this Agreement do not intend that any third party rights are created by this Agreement.
The Subscriber shall ensure that its Authorized Users are aware of and comply with the terms and conditions of this Agreement, and, to the extent permitted by applicable law, the Subscriber shall be responsible for the acts and omissions of its Authorized Users relating to use of the Materials.
This Agreement and any dispute or claim arising out of or in connection with it, including without limitation non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Cyprus. The courts of Cyprus shall have exclusive jurisdiction to determine any dispute or claim which may arise out of, under, or in connection with this Agreement.
Nothing in clause shall limit the right of Epsilaw to initiate proceedings against Subscriber in any court of competent jurisdiction where deemed necessary by Epsilaw to (i) protect its intellectual property rights, (ii) protect its confidential information, and/or (iii) recover overdue payments.
Any notices required to be given to Epsilaw or any questions concerning this Agreement should be addressed to email@example.com with a copy to firstname.lastname@example.org.
The following clauses shall survive any termination or expiration of this Agreement: 2,3,5,6,10 and 11.
Where, for any reason that Epsilaw may at its sole discretion decide, the Services are offered for free, and thus Fees are zero, the validity and enforceability of this Agreement shall not be affected and these terms and conditions shall be legally binding and enforceable.
The features of each subscription plan offered from time to time, whether free membership, premium membership, corporate or otherwise, as these are indicated on the website from time to time, including any minimum subscription period shall constitute agreed terms form an integral part of this Agreement.
Epsilaw may use the name, logos and other insignias, as applicable, of the Subscriber in its marketing and publicity materials.
Last updated on 20 September 2017