1. Acceptance of Terms
b. You may not use the Services, or accept the General Terms, if (i) you are not of legal age to form a binding contract with Essent, or (ii) you are prohibited by law from receiving or using the Services.
d. Essent may change the Terms from time to time at its sole discretion, including by imposing a charge for access to or use of a Service. If such changes are made, Essent will make a new copy of the General Terms available at the Site, with any new Additional Terms made available to you from within or through the affected Service. Essent may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, your continued use of the Site or any affected Service constitutes your acceptance of the changes.Your use of the Site, Materials and Services is subject to the most current version of the Terms posted on the Site, or within or through the affected Service, at the time of such use. Please regularly check the Site to view the then-current Terms.
e. Services and Materials provided by third parties are governed by separate agreements accompanying such Services and Materials.
2. Use of Site, Services and Materials.
a. You agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you download or access from the Site.
b. Unless expressly agreed to by Essent in writing elsewhere, Essent has no obligation to store any Materials that you upload, post, email, transmit or otherwise make available through your use of the Site or via the Services ("Your Content”). Essent has no responsibility or liability for the deletion or accuracy of any Materials, including Your Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Essent retains the right to create reasonable limits on Essent’s use of the Materials, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Essent in its sole discretion.
c. You agree that your Account Information will always be complete, accurate and up-to-date. It is your responsibility to keep your Account Information confidential at all times and you are solely responsible for all activity that occurs to your Account Information when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Essent immediately. You may not use another person’s Account Information. Essent may require that you change your Account Information or certain parts of your Account Information at any time for any reason.
d. You agree to use the Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from the United States or other applicable countries) ("Law”).
e. You agree not to access or attempt to access the Services by any means other than the interface provided by Essent.
a. The Site, Services and Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the"Intellectual Property Rights”). Except as expressly provided in the Terms, Essent and its suppliers do not grant any express or implied rights to use the Site, Services and Materials.
b. The trademarks, logos and service marks displayed on the Site (the"Marks”) are the property of Essent or third parties. You are not permitted to use the Marks without the prior consent of Essent or the third party that may own the Marks. Essent and the Essent logo are trademarks of Essent Systems Incorporated. For a current list of Essent’s Marks, as well as certain third party Marks, please refer to the posted trademark information at http://www.essent.com/trademarks.html.
4. Use of Software.
a. Any Software that is made available via the Site is the property of Essent and its suppliers. Use of such Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except for as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.
b. If no license agreement accompanies the Software, use of the Software will be governed by the Terms. Essent grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive license to use the Software for the sole purpose of enabling you to use the Services as provided by Essent, in the manner permitted by the Terms. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software, provided, however, that you must first request the information from Essent and Essent may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on use of the Software to ensure that Essent’s Intellectual Property Rights in the Software are protected. Unless Essent has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
c. The Software may automatically download and install updates from Essent from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules and completely new versions. You agree to receive such updates (and permit Essent to deliver these to you with or without your knowledge) as part of your use of the Services.
5. Use of Essent Materials, User Content and Shared Group Content.
a. Except as indicated to the contrary in any applicable Additional Terms, Essent hereby grants you a license to view, download and print Materials provided by Essent ("Essent Materials”) and any Materials provided by Users ("User Content”), except for Shared Group Content, subject to the following conditions:
i. You may access and use the Essent Materials and User Content solely for personal, informational, non-commercial and internal purposes, in accordance with the Terms;
ii. You may not modify or alter the Essent Materials or User Content;
iii. You may not distribute or sell, rent, lease, license or otherwise make the Essent Materials or the User Content available to others; and
iv. You may not remove any text, copyright or other proprietary notices contained in the Essent Materials or User Content.
b. Some Services involve collaboration and file-sharing services among a specific group (a"Group”) in conjunction with such collaboration and file-sharing ("Shared Group Content”). Members of a Group may use the Shared Group Content available to such Group in any manner that has been agreed upon by the User providing such Shared Group Content to the Group. It is your sole responsibility to determine what limitations, if any, are placed on Shared Group Content that you distribute within your Group. You agree that Essent has no liability of any kind should members of your Group modify, destroy, corrupt, copy or distribute your Shared Group Content in violation of the limitations that you may impose on its use.
c. Essent reserves the right to revoke the authorization to view, download and print the Essent Materials and User Content at any time, and any such use shall be discontinued immediately upon notice from Essent.
d. Software is subject to the additional provisions governing Software set forth herein.
e. The rights specified above are not applicable to the design, layout or look and feel of the Site. Such elements of the Site are protected by Intellectual Property Rights and may not be copied or imitated in whole or in part. No mark, graphic, sound or image from the Site may be copied or retransmitted unless expressly permitted by Essent. In addition, various sections of the Sites may showcase the work of creative professionals. Such Materials (whether Essent Materials or User Content) belong to their creators, may be protected by Intellectual Property Rights, and are for display purposes only. Accordingly, you may not download or print these works unless there is a notice associated with the work expressly permitting such uses.
6. User Conduct.
a. You agree that you, not Essent, are entirely responsible for all of Your Content that you upload, post, email, transmit or otherwise make available on the Site or via the Services ("Make Available”), whether publicly posted or privately transmitted. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness.
b. You represent and warrant that: (i) you own the Intellectual Property Rights, or have obtained all necessary license(s) from the owners of the Intellectual Property Rights, to use Your Content in keeping with your use in connection with the Site, the Services or as otherwise permitted by the Terms; (ii) you have the rights necessary to grant the license and sublicenses described in the Terms; and (iii) you have received consent from any and all persons depicted in Your Content to use Your Content as set forth in the Terms, including distribution, public display, public performance and reproduction of Your Content.
c. You acknowledge and agree that by accessing or using the Site, Services or Materials, you may be exposed to Materials from others that may be considered offensive, indecent or otherwise objectionable.
d. You agree not to use, or to encourage or permit others to use, the Site or Services to:
i. Make Available any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
ii. Stalk, intimidate and/or harass another;
iii. Incite others to commit violence;
iv. Harm minors in any way;
v. Make Available any Material that you do not have a right to Make Available under any Law or contractual or fiduciary relationship;
vi. Make Available any Material that infringes any Intellectual Property Right of any party;
vii. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
viii. Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;
ix. Use the Site, Services or Materials such that it will mislead a User into believing that they are interacting directly with Essent or any Service;
x. Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);
xi. Use any Essent domain name as a pseudonymous return email address;
xii. Make Available any Material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
xiii. Access or use the Site or Services in any manner that could damage, disable, overburden or impair any Essent server or the networks connected to any Essent server;
xiv. Interfere with or disrupt the Site or Services or violate any applicable Laws related to the access to or use of the Site or Services, violate any requirements, procedures, policies or regulations of networks connected to the Site or Services, or engage in any activity prohibited by the Terms;
xv. Disrupt or interfere with the security of, or otherwise cause harm to, the Site or any Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Site or any affiliated or linked sites;
xvi. Disrupt, interfere with, or inhibit any other User from using and enjoying the Site, Services or Materials, or other affiliated or linked sites, Services nor Materials;
xvii. Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Site or Services;
xviii. Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Essent;
xix. Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Site, the Services or any Materials, use of any Service or Materials, or access to any Service or Materials; or
xx. Use any data mining, robots, or similar data gathering and extraction methods in connection with the Site, Services or Materials.
a. Essent, in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials at any time. Without limiting the foregoing, Essent shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if it violates the Terms or any Law.
b. Although Essent does not generally monitor User activity occurring in connection with the Site, Services or Materials, if Essent becomes aware of any possible violations by you of any provision of the Terms, Essent reserves the right to investigate such violations, and Essent may, at its sole discretion, immediately terminate your license to use the Site, Services, or Materials or change, alter or remove Your Content or Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, Essent believes that criminal activity has occurred, Essent reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, Essent is entitled to disclose any information or Materials, including Your Content or Account Information (or elements thereof), in Essent’s possession in connection with your use of the Services to (i) comply with applicable Law, legal process or governmental request; (ii) enforce the Terms; (iii) respond to any claims that Your Content violates the Terms or rights of third parties; (iv) respond to your requests for customer services; or (v) protect the rights, property or personal safety of Essent, its Users or the public, and law enforcement or other government officials, as Essent in its sole discretion believes to be necessary or appropriate.
8. Use of Your Content.
a. Essent does not claim ownership of Your Content. However, except as provided in Section 8(b), you grant Essent a worldwide, royalty-free, nonexclusive, perpetual, irrevocable, and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display Your Content (in whole or in part) and to incorporate Your Content into other Materials or works in any format or medium now known or later developed.
b. The terms of Section 8(a) shall not apply to Your Content:
i. When specifically agreed that Section 8(a) shall not apply in any Additional Terms that may accompany certain Services; or
ii. When Your Content is Made Available through Services that are intended for private communication or which allow you to limit public access to Your Content and you do in fact limit public access.
In the case of Your Content covered by Section 8(b)(i), you grant Essent only those rights set forth in such Additional Terms.
In the case of Your Content covered by Section 8(b)(ii), you grant Essent a worldwide, royalty-free, nonexclusive, and fully sublicensable license to use, distribute, reproduce, modify, publish and translate Your Content solely for the purpose of enabling your use of the Service. You may revoke this license and terminate Essent’s rights at any time by removing Your Content from the Service.
By submitting ideas, suggestions, documents and/or proposals ("Feedback”) to Essent through its suggestion, feedback, wiki, forum or similar web pages, you acknowledge and agree that (i) your Feedback does not contain the confidential or proprietary information of your or of third parties; (ii) Essent is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) Essent, in its discretion, shall be entitled to use and disclose such Feedback for any purpose, in any way, in any media worldwide; (iv) Essent may have something similar to the Feedback already under consideration or in development; (v) the Feedback automatically becomes Essent’s property without any obligation to you; and (vi) you are not entitled to any compensation or reimbursement of any kind from Essent for the Feedback under any circumstances.
10. Right to Derive Revenue/Advertisements.
Except for Your Content subject to Section 8(b) above, you agree that Essent may derive revenue and/or other remuneration from Your Content that you Make Available via the Services without payment to you. For example, Essent may display Essent and/or third party paid advertisements and/or other information adjacent to or included with the Services and adjacent to or in connection with Your Content, and you agree that you are not entitled to any compensation for any such advertisements. The manner, mode and extent of advertising or other revenue generating models pursued by Essent on or in conjunction with the Services and/or Your Content are subject to change without specific notice to you.
11. Links to Third Party Sites.
The Site, Services and Materials may include links that will take you to other sites outside of the Site ("Linked Sites”). The Linked Sites are provided by Essent to you as a convenience and the inclusion of the links does not imply any endorsement by Essent of any Linked Site. Essent has no control of the Linked Sites and you agree that Essent is not responsible for the availability or contents of any Linked Site (including any advertising, products or other materials on or available from such Linked Site), any link contained in a Linked Site, or any changes or updates to a Linked Site.
12. Modifications to Site, Services and Materials.
Essent may at any time and from time to time modify or discontinue, temporarily or permanently, the Site, Services, or Materials, or any portion thereof, with or without notice. You agree that Essent shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site, Services, or Materials.
a. The Terms will continue to apply until terminated by either you or Essent as set forth below.
b. If you want to terminate your agreement with Essent, you may do so by (i) notifying Essent at any time and (ii) closing you r accounts for all of the Services or Materials that you use, where Essent has made this option available to you. Your notice should be sent, in writing, to Essent’s address set forth below.
c. Essent may at any time terminate its agreement with you if:
i. You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
ii. Essent is required to do so by Law (for example, where the provision of the Site, Services or Materials to you is, or becomes, unlawful);
iii. The provision of the Services to you by Essent is, in Essent’s opinion, no longer commercially viable;
iv. Essent has elected to discontinue the Site, Services or Materials (or any part thereof); or
v. There has been an extended period of inactivity in your account.
d. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of Your Content and Account Information, including your personal information, log-in ID and password, and all related information, files and Materials associated with or inside your account (or any part thereof); and (iii) barring of further use of the Services.
e. You agree that all terminations for cause shall be made in Essent’s sole discretion and that Essent shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Site, Services and Materials, including Your Content.
f. Upon expiration or termination of the Terms, you shall promptly discontinue use of the Site, Services and Materials. However, Sections 3, 13, 14, 16, 19, 20 and 21 will survive any termination or expiration of the Terms.
14. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY ESSENT "AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ESSENT MAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ESSENT OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
b. ESSENT SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF THE SITE AND MATERIALS, OR YOUR PARTICIPATION IN ANY SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. ESSENT ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR ANY OF THE SERVICES.
c. ESSENT DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING THIRD PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. ESSENT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
d. MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED ESSENT SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF ESSENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESSENT WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. ESSENT ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.
e. ESSENT WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
f. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
15. International Users.
a. This Site can be accessed from countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that Essent intends to announce such Services or Materials in your country.
b. This Site is controlled, operated and administered by Essent Corporation from its offices in the United States of America. Essent makes no representation that the Site, Services or Materials are appropriate or available for use at other locations outside the United States, and access to the Site from jurisdictions where the Site, Services or Materials are illegal is prohibited. Essent reserves the right to block access to the Site, Services or Materials by certain international users. If you access the Site from a location outside the United States, you are responsible for compliance with all local Laws.
16. Limitation of Liability.
a. IN NO EVENT SHALL ESSENT, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF ESSENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE ESSENT’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ESSENT OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
b. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
17. Notification of Copyright Infringement.
a. Essent respects the Intellectual Property Rights of others and expects its users to do the same. Essent will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA”) and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and/or making good-faith attempts to contact the user who posted the content at issue so that he may, where appropriate, make a counter-notification.
b. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is hosted on the Essent Site, on sites linked to or from this Site, or in connection with the Services or Materials, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via e-mail or phone) of claimed copyright infringement to Essent’s Copyright Agent (contact information below), which must contain all of the following elements:
i. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
ii. A description of the copyrighted work(s) that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
iii. A description of where the content that you claim is infringing is located on the Essent Site;
iv. Information sufficient to permit Essent to contact you, such as your physical address, telephone number and e-mail address;
v. A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent or the law; and
vi. A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Before you file such a notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the "fair use” doctrine, as you could be liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether a use of your copyrighted material constitutes infringement, please contact an attorney before you file your notice or consult publicly available reference materials such as those found at www.chillingeffects.org.
c. If you believe access to your content was disabled or removed by Essent as a result of an improper copyright infringement notice, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via e-mail or phone) to Essent’s Copyright Agent (contact information below), which must contain all of the following elements:
i. A physical or electronic signature of the subscriber;
ii. Identification of the material that was removed from the Essent Site and the location of the Essent Site on which the material appeared before it was removed;
iii. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
iv. Information sufficient to permit Essent to contact you, such as your physical address, telephone number and e-mail address; and
v. A statement that you consent to jurisdiction of the Federal District court for the district where you reside (or of Santa Clara County, California if you reside outside of the United Sates) and that you will accept service of process from the person who provided notification under DMCA subsection (c)(1)(C) or an agent of such person.
Before you file such a counter-notification, please carefully consider whether or not the use of the copyrighted material at issue is infringing, as you could be liable for costs and attorneys’ fees in the event that a court determines your counter-notification misrepresented that the material was removed by mistake. If you are unsure whether use of the material at issue constitutes infringement, please contact an attorney or consult publicly available reference materials such as those found at www.chillingeffects.org.
d. Essent’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:
Attn: Copyright Agent
161 N. Commerce Way
Bethlehem, PA 18017
The Copyright Agent will not remove content from the Essent Site in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or ordinary mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Site or on sites linked to or from the Site, or in connection with the Services or Materials. All other inquiries directed to the Copyright Agent will not be responded to. Such inquiries should be made through the feedback procedure referenced in Section 9 or the report abuse procedure referenced in Section 21(h).
18. Export Control Laws.
You acknowledge and agree that products, services or technology provided by Essent are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, reexport, or transfer Essent products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
19. Indemnity and Liability.
You agree to indemnify and hold Essent and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your Content, your use of the Site, Services or Materials, your connection to the Site, Services or Materials, the actions of any member of your Group, your access to or use of Linked Sites and your connections therewith, any claim that Your Content caused damage to a third party, any dealings between you and any third parties advertising or promoting via the Site, Services or Materials, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.
20. Governing Law/Resolution of Disputes.
a. All matters relating to your access to, or use of, the Site, Services,Materials, or Agreements aregoverned by the laws of Pennsylvania which laws shall prevail in the event of any conflict of laws.
b. With respect to any claims, controversies or disputes which are not finally resolved through mediation or as otherwise provided in this Agreement, CLIENT hereby irrevocably and exclusively submit themselves to the Court of Common Pleas of Northampton County, Pennsylvania or the Federal District Court (Eastern District of Pennsylvania) CLIENT hereby agree(s) that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement by any means allowed by the law of Pennsylvania. CLIENT further agree(s) that venue and jurisdiction for any proceeding relating to or arising out of this Agreement shall be exclusively in Pennsylvania.
c. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
d. For any claim (excluding claims for injunctive or other equitable relief) for less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, it shall initiate such arbitration through an established alternative dispute resolution ("ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online, and/or be based solely on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
e. All claims you bring against Essent must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, Essent may recover attorneys’ fees and costs up to U.S. $1,000, provided that Essent has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
f. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Site, Services or Materials in violation of the Terms you agree that Essent shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
a. Any notice provided to Essent pursuant to the Terms should be sent to Essent Corporation.
b. It is the express wish of the parties that the Terms, any Additional Terms and all related documents have been drawn up in English. C’est la volont‚ expresse des parties que la pr‚sente convention ainsi que les documents qui s’y rattachent soient r‚dig‚s en anglais.
c. Essent may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on the Site or within the Services, or other reasonable means now known or hereafter developed.
d. The Terms constitute the entire agreement between Essent and you with respect to your access to or use of the Site, Services and Materials and supersede any prior agreements between you and Essent on such subject matter.
e. You may not assign or otherwise transfer the Terms, or any right granted hereunder, without Essent’s written consent.
f. If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
g. Any failure by Essent to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
h. Please report any violations of the Terms via the report abuse mechanism offered in conjunction with the specific Service in which the alleged violation occurs.
Essent is the leading provider of fully-integrated business management software solutions and services for process-intensive industries and the largest trading network for the promotional products industry. The Essent family of fully-integrated products and services combines best practices, business processes, software automation, and network communications to deliver unparalleled, unified business management solutions. Since 1980, Essent has offered the systems, service, software, and support critical to success in today's highly-competitive marketplace.