EPSON CLOUD SOLUTION PORT TERMS OF USE FOR SERVICE

Effective Date: June 2021

1. INTRODUCTION AND OVERVIEW: Seiko Epson Corporation (including its subsidiaries and affiliated companies) (“EPSON”) provides to (“you”) the Epson Cloud Solution PORT Service (“ECSP”). As used in these Terms of Use, “EPSON Service” or “the Service” means ECSP, including all related features and functionalities thereof, the associated ECSP website portal, software and any related applications, as well as all EPSON and third-party content associated with the EPSON Service.; These Terms of Use govern access to your use of the EPSON Service, including any data accompanying or generated by the EPSON Service, and constitute a binding legal agreement between you and EPSON. Please review the EPSON ECSP Privacy Statement located here to understand how EPSON collects, processes, uses and stores certain information relative to the EPSON Service and related software, which may include your personal information.; YOU ACKNOWLEDGE AND AGREE THAT, BY REGISTERING AN EPSON ECSP ACCOUNT, ACCESSING OR USING THE EPSON SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTING ANY CONTENT FROM, OR ON, OR THROUGH THE EPSON SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE EPSON SERVICE. If you accept or agree to these Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such company or other legal entity to these Terms of Use and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
2. REGISTRATION: Registration. To use the EPSON Service you must have Internet access to sign up and register your account. Download and installation of the Data Collection Agent (“DCA”) software from EPSON to a PC (the DCA does not run on a Mac) that is connected to the same network as your EPSON printer device, or activation of ECSP from devices with embedded ECSP capability via the Embedded Status Agent (“ES Agent”), is required for use of the EPSON Service, which shall be subject to the Data Collection Agent End User License Agreement prompted during the software installation of the DCA. Some parts of the EPSON Service may not be available on all EPSON printer devices.; Use of Epson Global ID. Epson Global ID shall be obtained in order to use the Service. You will obtain your Epson Global ID when you register as a member according to the procedures set forth in the Terms of this Agreement. If You have already obtained an Epson Global ID, You can use the Service with Your registered Epson Global ID and password.; Compliance with Individual Use Conditions. When using the Service, in addition to the Terms of this Agreement, You shall comply with the conditions of use and cautions regarding individual functions (hereinafter referred to as "Individual Use Conditions") which comprise the Service listed on the Website. If there is a conflict between the Terms of this Agreement and the Individual Use Conditions, the Individual Use Conditions shall prevail and control.; EPSON Changes to the Service and Registration. EPSON reserves the right to change the EPSON Service and registration for the EPSON Service or any components thereof. EPSON will provide current registrants with reasonable notice of any change in the registration.
3. REGISTRATION AND OBTAINING EPSON GLOBAL ID: In order to obtain an Epson Global ID, You must complete the registration of the Service in accordance with each section of this Section 3.; In order to obtain an Epson Global ID, You are required to provide true and accurate information (including personal information, such as passwords and email addresses, for Epson to contact, provide guidance or notification, hereinafter collectively referred to as "Registration Information") during the registration process.; Epson will determine acceptance or rejection towards Your registration according to Epson’s criteria, and if Your registration is accepted, Epson will notify You upon completion of registration. Such registration shall be deemed to be completed upon notification by Epson under this section. At such time, Epson will issue You Epson Global ID and notify You accordingly.; You can use Your Epson Global ID as a common ID for services specified on websites operated by Epson or Seiko Epson Group (hereinafter referred to as "Epson Global ID Compatible Services").; Epson shall not be held liable for any damage incurred due to providing false or incorrect Registration Information.; Epson may use the Registration Information for the Purpose of providing and improving Epson Global ID Compatible Services and communicating about Epson products and services.
4. USE OF THE EPSON SERVICE: License of Use. The Service and associated sites and content are owned by EPSON and protected by copyright, trademarks and other intellectual property rights. EPSON grants you a limited, non-exclusive, non-transferable right and license to access the EPSON Service for your internal business purposes relative to EPSON products so long as you have an active registered account with the Service. Except for the foregoing, no right, title or interest shall be transferred to you. You may use the EPSON Service only within the country in which you have established your account and only in geographic locations where EPSON offers its service.; Use in Compliance with Laws. You agree to ensure that use of the EPSON Service, including all features and functionalities associated therewith, will at all times be in accordance with all applicable laws, rules and regulations, including without limitation any U.S. or Canadian export laws and regulations that may be applicable to you. By accessing and using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country on any such U.S. or Canadian export prohibition list. You shall not use the Epson Service or EPSON Data for illegal purposes or in any manner that may cause EPSON to violate any applicable law.; Prohibited Use and Acts. Except as expressly authorized in these Terms of Use, you agree not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the EPSON Service. You also agree not to: (i) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in the EPSON Service; (ii) use any robot, spider, scraper or other automated means to access the EPSON Service; (iii) decompile, reverse engineer or disassemble any software or other products or processes accessible through the EPSON Service, except where applicable law permits it despite this limitation; (iv) insert any code or product or manipulate the content of the EPSON Service in any way; or (v) use any data mining, data gathering or extraction method in connection with the EPSON Service. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the EPSON Service, including any software viruses or any other computer code, files or programs. EPSON may terminate or restrict your use of the EPSON Service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the EPSON Service.; Account Responsibility and Control. You have access and control over the Epson Global ID, and thereby You are responsible for any activity that occurs through the Epson Global ID. To maintain control over the account and prevent anyone from accessing the account, you should maintain control over your devices and systems that are used to access the Service as well as the Epson Global ID and not reveal such password to anyone. You are responsible for updating and maintaining the Registration Information. EPSON can terminate your Epson Global ID or place your Epson Global ID on hold in order to protect you, EPSON or its partners from identity theft or other fraudulent or prohibited activity.; Data Collection Agent/Embedded Status Agent. Download and installation of the Data Collection Agent software from EPSON, or an activation of an ES Agent, is required for use of the EPSON Service. The Data Collection Agent shall be subject to the Data Collection Agent Terms of Use and the EPSON standard End User License Agreement prompted during the software installation of the Data Collection Agent. If you are providing services to a third party using the EPSON Service, you agree to ensure that such third party accepts the End User License Agreement prompted by the Data Collection Agent software and/or the ES Agent. If EPSON becomes aware of any violation of these Terms of Use or the Data Collection Agent End User License Agreement, EPSON will promptly suspend access to the EPSON Service.; Security and Privacy. You are responsible for determining that the EPSON Service, and its related security is appropriate for your intended use and meets all of your requirements and legal obligations. You agree that you will only upload or allow to be uploaded data that you have affirmative, valid consent to: (i) share with EPSON for its use in accordance with the EPSON ECSP Privacy Policy; and (ii) collect, use, disclose, process and otherwise as applicable, handle according to your privacy policy. You will remain fully responsible for the consequences of your use of such data. If you are providing services to a third party using the EPSON Service and even if you have obtained affirmative consent from such third party, you agree that your collection, use, disclosure, processing or other handling of such third party’s information obtained in connection with the provision of your services via the EPSON Service or otherwise may be subject to applicable laws, rules and regulations and you are solely responsible for knowing and strictly complying with the foregoing with respect to such third party’s information.; In the event you sell or otherwise transfer to a third party the EPSON printer you registered for the Service ("Printer") you represent and warrant that you will dispose the Printer in accordance with the instructions set forth in the Printer’s user’s guide, including but not limited to initialization of the Printer. In no event shall Epson be responsible or liable for your failure to properly dispose the Printer.
5. TERMINATION, CANCELLATION AND SUSPENSION: For Cause Termination or Suspension of Service. EPSON may, at its option, immediately suspend or terminate your use of the EPSON Service and/or Your Epson Global ID if: (i) you are in breach of the Agreement (or any other agreement you may have with EPSON) and, to the extent curable, fail to cure such breach within the time specified in the notice EPSON provides or within a reasonable period of time, as determined by EPSON in its sole discretion; (ii) EPSON determines that your use of the EPSON Service poses a security risk; or (iii) EPSON suspects fraud or abuse. Once your account or Global Epson ID is terminated, you will no longer have access to your account or any data Epson may have stored on its servers.; Cancellation. You may cancel your account or Global Epson ID, or withdraw from the Service at any time through your Global Epson ID account. If you are a customer, your account may also be deleted by the dealer who created your account. Once your account or Global Epson ID is canceled, you will no longer have access to your account or any data Epson may have stored on its servers.; EPSON Termination of the Service. In addition to immediate suspension or termination of Service as provided above in this same section, EPSON reserves the right to suspend or terminate for any reason your access to the EPSON Service by providing you with ninety (90) days’ notice of such termination. Once termination of your account or Global Epson ID is effective (90 days from notice of termination from Epson), you will no longer have access to your account or any data Epson may have stored on its servers.; Effect of Termination, Cancellation or Suspension. Upon termination, cancellation or suspension of the Service for any reason, you must immediately stop using the Service and any related software and data associated therewith, and your license to access and/or use the Service shall end or be suspended, as applicable. EPSON will not be liable to you or any third party for termination of access to the Service or the aforementioned data.
6. WARRANTY DISCLAIMERS; LIMITATIONS ON LIABILITY: THE EPSON SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE EPSON SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND. EPSON DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING ANY WARRANTIES OR CONDITIONS REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE EPSON SERVICE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT THE EPSON SERVICE OR EPSON DATA ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR DO NOT INFRINGE THE RIGHTS OF ANY PERSON.; TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EPSON OR ITS AFFILIATES OR ANY OF EPSON’S OR ITS AFFILIATES RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS (THE “EPSON PARTIES”) BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE EPSON SERVICE, (B) THESE TERMS OR (C) YOUR USE OF, OR INABILITY TO ACCESS OR USE, THE EPSON SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE EPSON SERVICE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR EPSON HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.; THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.; SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.; YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE EPSON SERVICE.
7. INDEMNITY: Indemnity by You. You agree to defend, indemnify and hold harmless EPSON, its affiliates, and its and their respective directors, officers, employees, agents, licensors from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable lawyers’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your submissions; (iii) your use of the Service or your use of the Service on behalf of a third party; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; (vi) any misrepresentation made by you; (vii) your acts or omissions or (viii) any third party’s access and/or use of the EPSON Service or EPSON Data with your user names, password and any other sign on credentials/access controls related to the foregoing. EPSON reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with EPSON’s defense of any claim. You will not in any event settle any claim without the prior written consent of EPSON.
8. DATA RIGHTS: Epson Data. Except as provided in the next paragraph, EPSON is the sole and exclusive owner of all data concerning the EPSON Service and related products and services, including without limitation the results of any use of the EPSON Service and any data provided to you resulting from and/or relating to the EPSON Service (“EPSON Data”).; Your Data; Personal Information. EPSON will not own or be responsible for your data, which may consist of passwords, security questions and answers, login details and any data that is reasonably capable of being identified to a particular individual person (“Your Data”). If you are a dealer providing services to a third party, you will be the processor of the foregoing data as it relates to your customers and the provision of your services to them that may utilize the EPSON Service, and EPSON expects that you will maintain a privacy policy that communicates to your customers your practices with respect to the collection, use, disclosure, processing and other handling of their personal information. You shall not collect nor share with EPSON any personal information without EPSON’s prior written approval, which to the extent obtained by EPSON, EPSON intends to delete as soon as it is aware of obtaining such personal information and such information no longer needed for any business or legal reason. Where required by applicable laws or regulations pertaining to security, confidentiality or privacy, you shall cause your customers and personnel to consent to the collection and sharing of any personal information prior to your sharing this information with EPSON. Any such consent must be valid under applicable laws.; Data Location; Non-Personally Identifiable Information; EPSON ECSP Privacy Policy. You acknowledge and agree that EPSON may collect, use, disclose, process or otherwise handle data anywhere in the world and that you will not use the EPSON Service or otherwise disclose any data to EPSON or any of our affiliates or service providers if doing so would restrict or limit EPSON or its affiliates or service providers from doing so. EPSON may collect certain non-personally identifiable information from you or your customers regarding the use of products and systems, their performance and the services provided by you for those products and systems. This data may be used by EPSON for any business purposes, which may include to provide and improve the quality of products, features and services, as well as offer you or your customers other products, services and features of potential interest.
9. PROTECTING INFORMATION: Confidential Information. You acknowledge that EPSON may disclose Confidential Information to you. “Confidential Information” means any confidential or trade secret information, including but not limited to EPSON Data, customer lists, customer personal information, product plans, technology, systems, business processes and any other financial, sales, marketing or business information that is not (i) disclosed in public materials or otherwise in the public domain through no action or disclosure by you; (ii) lawfully obtained from a third party by you without any obligation of confidentiality; (iii) lawfully known to you prior to disclosure by EPSON; or (iv) independently developed by you. You shall treat EPSON’s Confidential Information with at least a reasonable degree of care. You shall only use EPSON’s Confidential Information for the purposes consistent with these terms and shall not disclose EPSON’s Confidential Information to any person, except as EPSON may agree in advance and in writing in its own discretion. At EPSON’s request, you shall return to EPSON or destroy all of EPSON’s Confidential Information in your possession or control.; Security. You are solely responsible for ensuring that Your Data (including that of your customers, if applicable), such as account numbers, passwords, security questions and answers, login details and any other security or access information used by you to access the Service are kept safe and confidential. You must prevent unauthorized access to and use of any such data used with or stored in or by the Service. You are responsible for electronic communications sent to EPSON or to any third party containing such data and for all uses of the Service in association with such data, whether or not authorized by you. EPSON has the right to rely on user names, password and other signor credentials, access controls for the Service or any software provided or approved by EPSON to authenticate access to, and use of, the Service.; Security Breach. You shall maintain policies and procedures for responding to any reasonably suspected or actual acquisition or use of, or access to, Confidential Information by unauthorized persons (“Security Breach”). In the event of a Security Breach, you shall immediately conduct a reasonable investigation of the reasons for and circumstances surrounding such Security Breach, use best efforts and take all necessary actions to prevent, contain, and mitigate the impact of, such Security Breach, provide notice to EPSON within twelve (12) hours after you discover a Security Breach, collect and preserve all evidence concerning the discovery, cause, vulnerability, remedial actions and impact related to such Security Breach, which shall meet reasonable expectations of forensic admissibility, and, if requested by EPSON, provide notice to individuals or entities whose information was or may have been affected in a manner and format as required by law. EPSON reserves the right to deny you access to the Service, in whole or in part, if EPSON believes that any Security Breach has occurred and you have failed to adequately respond.; Feedback. You may submit comments, information, ideas, concepts, reviews, feedback, techniques or any other material contained in any communication you may send to EPSON. By submitting any idea, you agree that: (i) EPSON expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any submission; (ii) your submission will be non-confidential; and (ii) EPSON is free to use and disclose the idea on an unrestricted, worldwide basis in perpetuity without notifying or compensating you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the EPSON Service. You release EPSON from all liability and obligations that may arise from EPSON’s receipt, review, use or disclosure of any portion of any idea.
10. GOVERNING LAW; VENUE.: These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario without regard for the conflicts of laws rules thereof. Reseller agrees that all controversies, disputes and claims arising out of this Agreement shall be adjudicated exclusively by a court of competent jurisdiction within the Province of Ontario, except that any judgment in any such action may be enforced in other jurisdictions by suit or in any other permitted manner and this choice of venue does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations. You irrevocably consent to the jurisdiction and venue of the superior courts of Ontario and waive any rights to seek a transfer of venue for any reason or to claim that the forum is inconvenient.
11. MISCELLANEOUS: Changes to Terms of Use. EPSON may, from time to time, change these Terms of Use. Such revisions shall be effective immediately; provided however, for existing service subscribers, such revisions will not take effect until 30 days after notice of the change has been provided.; Limited Time to File Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever banned.; Survival. The provisions of these Terms of Use, which by their natural implication are intended to survive termination, so shall survive.; Notices. Formal Notices issued hereunder shall be provided in writing to the receiving party’s corporate address of record. Notices to EPSON shall be provided to the attention of the Legal Department.; Third Party Beneficiaries; Assignment. No persons will be third party beneficiaries to these Terms of Use. You may not assign or transfer any of your rights and obligation under these Terms of Use, in whole or in part, by operation of law or otherwise, without the prior written approval of EPSON. You will enter into any documents required by EPSON to effectuate an assignment or transfer by EPSON of its rights and obligations under these Terms of Use to any affiliated company or to any entity that acquires or otherwise succeeds to all or substantially all of our business or assets related to the EPSON Service.; Severability. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.; Communication Preferences. EPSON will send you information relating to your account (e.g. changes in password, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that EPSON sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.; Complete Agreement; No Waiver. This Agreement reflects our complete agreement regarding the EPSON Service and supersedes any prior agreements, representations, warranties, assurances or discussion related to the EPSON Service. This Agreement shall in no way cancel, modify or alter any other agreement in place between the parties hereto regarding matters outside the scope of the EPSON Service. Except as expressly set forth in this Agreement, as amended, (i) no failure or delay by you or EPSON in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of this Agreement, as amended, will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.; EPSON Not Responsible for Matters Beyond EPSON’s Control. You agree that EPSON shall not have any liability to you arising directly or indirectly from or otherwise concerning: (a) any termination, failure, suspension, delay malfunction or disruption of the EPSON Service; (b) any failure, disruption or malfunction that is beyond the reasonable control of EPSON; (c) your failed attempts to access the EPSON Service; or (d) any failure to transmit, obtain or collect data or for human, machine or software errors or faulty or erroneous input by you.; Language. The parties have requested that this Agreement and all correspondence and all documentation relating to this Agreement be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.