TERMS OF USE
May 1, 2019

These Terms of Use (“Terms”) together with any associated documentation, materials and information provided by Epson America, Inc. ("Epson"), govern the use of the EPSON Partner Portal (the "Site") by business organizations and their representatives (referred to as "Customer," or "You" or "Your"). The Site is owned and operated by Epson and is to be used only to facilitate Customer's ongoing business relationship with Epson. BY USING THE SITE, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE, DO NOT USE THE SITE. If you use the Site on behalf of a company, organization, or other entity, then:  “you” includes you and that entity; you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms and that you agree to these Terms on the entity’s behalf; and you agree that such entity is legally and financially responsible for your Use of the Site.

Epson reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms, Epson grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site. These Terms will apply to You as long as You use the Site.

1. Authorized Access. Upon registration and acceptance of Customer account by Epson, You will be given a password to access the Site. This Site should only be accessed by Customers who receive an authorized password from Epson. You are responsible for ensuring the confidentiality of Your user ID(s) and password(s) of persons authorized to use the Site and agree to take reasonable commercial steps to ensure that the Site is not accessed by unauthorized users. You are responsible for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Epson of any known or suspected misuse of Your account or for any known or suspected breach of security. You may be held liable for losses incurred by Epson or any other user of or visitor to the Site due to someone else using Your ID, password or account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s ID, password or account at any time without the express permission and consent of the holder of that ID, password or account. Epson cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
2. Authorized Uses. Epson authorizes You to view, download and distribute copies of all content, including but not limited to all text, graphics, interfaces, trademarks, logos, materials, data and information (“Content”) solely in support of Your business relationship with Epson; provided that, as to Content which is designated as confidential, You agree to treat the Content confidentially in accordance with the terms of a Non-Disclosure Agreement between us governing the use therein. You must retain all copyright and other proprietary notices on Content.
3. Prohibited Uses and Activities. You agree not to use the Site for any unlawful purpose or for any purpose contrary to the terms of this Agreement. Without limiting the generality of the foregoing, You are prohibited from: (i) using any device, software or routing to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site; (ii) taking any action which imposes an unreasonable or disproportionately large load on the Site's infrastructure; (iii) disclosing or sharing a password with any party that is not authorized or using a password for any unauthorized purpose; (iv) attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way make up a part of the Site; (v) accessing data not intended for You or logging into a server or account which You are not authorized to access; (vi) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measure without proper authorization; (vii) attempting to interfere with the use of the Site by any user, host or network, including without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mailbombing" or crashing; (viii) attempting to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Epson server, or to any of the services offered on or through the Site, by hacking, password "mining" or any other illegitimate means; (ix) reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Epson, including any Epson account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site; (x) pretending that you are, or that you represent, someone else, or impersonate any other individual or entity; or (xi) using the Site or any Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of Epson or others. Violations of these terms may result in civil or criminal liability and Epson shall be entitled to pursue all legal remedies available.
4. Privacy. Epson’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms by this reference. To view Epson’s Privacy Policy, click here. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
5. Compliance with Laws and Legal Requirements. You represent and warrant that you understand and agree to comply with your obligations under applicable laws, regulatory requirements and industry standard information security and privacy practices. Epson observes antitrust and competition laws and does not tolerate bribes, kickbacks or extortion of any kind. Anti-bribery, anti-kickback and anticorruption laws, including the U.S. Foreign Corrupt Practices Act and other local and regional anti-bribery and anticorruption laws (“Anticorruption Laws”) apply in every country in which Epson does business. You will not, in connection with any business relationship with Epson, take or allow any third party to take, any action or engage in any practice that would violate Anticorruption Laws or antitrust and competition laws.
6. Injunctive Relief. You acknowledge that the unauthorized use or disclosure by You of Confidential Information would be likely to cause immediate and irreparable harm that could not be fully remedied by monetary damages. You therefore agree that Epson may specifically enforce the Terms and may seek such injunctive or other equitable relief to prevent such unauthorized use or disclosure without the necessity of proving actual harm.
7. No Warranty. Although Epson makes reasonable efforts to ensure that the information accessible through the Site is reliable, You agree that THIS SITE AND THE MATERIALS, INFORMATION, PRODUCTS, AND SERVICES AVAILABLE FROM THIS SITE ARE PROVIDED BY EPSON "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EPSON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EPSON DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EPSON DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS OR CONTENT IN THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.
8. NO EPSON LIABILITY. IN NO EVENT WILL EPSON, OR ITS AFFILIATES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER IN CONNECTION WITH USE OF THE SITE OR INABILITY TO USE THE SITE, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, LOST PROFITS, OR LOSSES OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF THE SITE, EVEN IF EPSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND WILL NOT MAKE A CLAIM OF ANY NATURE AGAINST EPSON FOR LOST DATA, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF, OR INABILITY TO USE, THE SITE. You also agree that Epson shall not have any liability whatsoever, for any interruption of any data, information or any aspect of the Site or for any liability resulting from a cause over which Epson does not have control, including without limitation, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, operator errors, severe weather, earthquakes, and strikes or other labor problems.
9. Feedback. Any feedback You provide on this Site, by electronic mail or otherwise, including data, questions, comments, suggestions or the like shall be deemed to be non-confidential and non-proprietary. Epson and its affiliates shall be free to use such information for any purpose on an unrestricted basis.
10. Ownership. The copyright in all Content provided on this Site is held by EPSON or its suppliers. The entire Contents of the Site, including but not limited to the text, graphics, images, logos design, structure, expression, “look and feel” and arrangement of such Content contained on the Site is owned, controlled or licensed by or to Epson and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. Content from the Site may not be copied, distributed or transmitted in any way without Epson’s prior written consent, except that You may download, print and copy any of the Content to which they have been granted access by Epson for Your internal use solely to further the business dealings between You and Epson, provided that (i) the Content is not altered in any manner, including removing any proprietary or trademark or copyright notices; (ii) You make no modifications to the Content, (iii) You do not use the Content in connection with any advertising or marketing campaigns without prior written consent; and (iv) You do not make any additional representations or warranties relating to such Content.

Epson reserves the right to revoke any of the foregoing privileges at any time. Epson further reserves full right, title, and interest in and to all intellectual property rights in any and all materials on or downloaded from the Site.

11. Trademarks And Service Marks; Other Sites. Epson is a wholly-owned subsidiary of Seiko Epson Corporation. EPSON, the EPSON logo, and EPSON Stylus are registered trademarks of Seiko Epson Corporation (SEC), registered in the U.S. and other countries. SEC and its affiliates, including Epson America, Inc., own many other registered trademarks and tradenames (the "Trademarks"). The absence of a product or service name or logo anywhere in the text of this Site does not constitute a waiver of any trademark or other intellectual property rights concerning that name or logo. Epson disclaims any interest in marks of third parties. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any marks displayed on this Site without the written consent of Epson or the party that may own the marks. Mention of third party Sites, companies, and links to third party web sites are for informational purposes only. Epson has no control over the contents of third party web sites and makes no representation whatsoever regarding the content of any other web sites. You must cease using the Trademarks immediately at Epson’s request at any time for any reason.
12. Downloaded Software. In the event You download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to You by Epson. Use of the Software is subject to the license terms in the Software License Agreement that accompanies the Software. Epson does not transfer title to the Software to You. Epson and its suppliers, as applicable, retain full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. By downloading or using the Software, You represent and warrant that You are not located in, under the control of, or a national or resident of any country on any U.S. export prohibition list.
13. Access From Outside The United States. The Site is controlled and operated by us from our offices within the United States. We make no representation that the Site is appropriate or available for Use in other locations, and access to them from territories where their contents are illegal is prohibited.  Those who choose to Use the Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.  If you Use the Site from other locations, you are responsible for compliance with applicable local laws, including the export and import regulations of other countries.  You acknowledge that some or all of the Site, including the materials contained thereon, may be subject to the United States Export Administration Laws and Regulations, the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) Economic Sanctions Regulations, as well as export laws of other countries and that diversion of the Site contrary to the law of the United States or other applicable countries is prohibited.  You agree that none of the Site, nor any direct product thereof, is being or will be acquired for, shipped, transferred, exported, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be Used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the United States government (or other relevant government) for such purposes.  By accessing the Site, you represent and warrant that you are not a citizen or resident of, and are not customarily resident in, any country or region that is subject to an embargo by the United States government, and that you are not listed as a sanctioned party on the list of specially designated nationals and blocked persons maintained by OFAC.  You agree to comply strictly with all export, re-export, and import laws and assume sole responsibility for obtaining licenses to export, re-export, or import as may be required.
14. Violation of These Terms. Epson may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Epson’s rights or property, or the rights or property of visitors to or users of the Site, including Epson’s customers. Epson reserves the right at all times to disclose any information that Epson deems necessary to comply with any applicable law, regulation, legal process or governmental request. Epson also may disclose your information when Epson determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Epson may preserve any transmittal or communication by you with Epson through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Epson determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Epson, its employees, users of or visitors to the Site, and the public.

You agree that Epson may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to Epson, for which monetary damages would be inadequate, and you consent to Epson obtaining any injunctive or equitable relief that Epson deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Epson may have at law or in equity.

You agree that Epson may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If Epson does take any legal action against you as a result of your violation of these Terms of Use, Epson will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Epson. You agree that Epson will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms.

You also have the right to disable your account at any time by notifying Epson.

15. Confidentiality. “Confidential Information” means all information received, handled, processed, accessed or transmitted by You relating to or used in connection with the Site, regardless of whether it is marked “confidential” or otherwise. Confidential Information includes, but is not limited to, any information contained in the Site, all business processes and procedures, systems, methods of doing business, data, reports, pricing, specifications, formulae, proposals, strategies, business plans and analyses, financial information and projections, personnel information, information about merchandising, information about past, present or potential products, information about past, present or potential vendors or customers, information about existing or future technology, future stores, and proprietary or third-party software.

You agree to not disclose Confidential Information to any third ​party without Epson’s written consent, except that You may disclose Confidential Information to officers, directors, employees, contractors, and agents of Your business organization whose duties justify their need to know such Confidential Information (“Representatives”), who have been clearly informed of their obligation to maintain the confidential status of such Confidential Information, and who are bound by obligations at least as restrictive as those described in these Terms. You may disclose Confidential Information to the extent required by applicable federal, state or local law, regulation, court order, or other legal process, provided You have given Epson prompt written notice of such required disclosure and, to the extent reasonably possible, and have given Epson an opportunity to contest such required disclosure at Epson’s expense. You shall be responsible for any breach of the Terms by You or Your Representatives. Confidential Information shall continue to be subject to the terms of the Terms indefinitely.

You may not use the Confidential Information directly or indirectly for any purpose other than the purpose for which it was originally disclosed, or for any purposes which could be deemed to be adverse to or competitive with Epson or its business. You agree that Confidential Information is disclosed on an “AS IS” basis, without warranties of any kind. Without limiting the foregoing, Epson does not represent or warrant that Confidential Information is accurate, complete or current. You agree that disclosure of Confidential Information is not a representation that any type of business relationship between the parties will be concluded.

Upon the request of Epson, You shall cease using and, at Epson’s option, either promptly return to Epson or arrange for the destruction of all copies (whether hard, electronic or otherwise) of any Confidential Information then in or under the possession or control of You or Your Representatives. If returning Confidential Information, You shall return such Confidential Information in a time, manner, and format reasonably requested by Epson. If Epson directs You to destroy Confidential Information, You shall dispose of the Confidential Information in such a manner that the information cannot be read or reconstructed after destruction. Upon Epson’s request, You shall certify in writing that You and Your Representatives have complied with the obligations set forth in this paragraph.

Epson retains all right, title and interest in and to Confidential Information. Neither these Terms nor any disclosure of Confidential Information shall be deemed to grant You any license or other intellectual property right to the Confidential Information.

You acknowledge that the unauthorized use or disclosure by You of Confidential Information would be likely to cause immediate and irreparable harm that could not be fully remedied by monetary damages. You therefore agree that Epson may specifically enforce the Terms and may seek such injunctive or other equitable relief to prevent such unauthorized use or disclosure without the necessity of proving actual harm.

16. Other Agreements. These Terms are intended only to govern Your ability to access information offered through this Site. They do not govern purchasing or other transactions between us. If You have another agreement with Epson, such as an Epson Authorized Reseller Agreement, Authorized Distributor Agreement, or an Epson Customer Care Agreement, the terms therein apply to all transactions contemplated in any such agreement, whether those transactions are effected through this Site or otherwise. If You do not have another formal purchasing or service agreement with Epson, Epson's standard terms of purchase or service, as the case may be, apply with respect to those types of transactions.
17. Jurisdiction. Unless otherwise specified, the materials in the Site are presented solely for the purpose of promoting products and providing support to customers in the United States and Canada. This Site is controlled and operated by Epson from its offices within the State of California, United States of America. Epson makes no representation that materials in the site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, including without limitations U.S. export laws and regulations.
18. Miscellaneous. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. You may not assign this Agreement. Epson may assign this Agreement to its parent, subsidiaries or affiliates. Failure to enforce any term or condition of this Agreement shall not be a waiver of the right to later enforce such term or condition or any other term or condition of this Agreement. These terms, together with any associated documentation, materials and information provided by Epson, are the entire agreement with respect to the subject matter hereof and supersede any previous agreement with respect to the subject matter hereof. If any provision of these terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
19. Contact Us. If you have questions, complaints, or comments about these Terms of Use, if you wish to receive further information regarding the Site, or if you wish to otherwise contact Epson, please contact us at the information located on our Contact Epson Page.