Terms of Use – Software Solutions Services & Document Management Systems

THESE TERMS OF USE APPLY TO YOUR USE OF THIS UPH WEBSITE AND OTHER WEBSITE PROPERTIES OWNED AND/OR OPERATED BY UPH SOFTWARE SOLUTIONS LIMITED OR ITS AFFILIATES (COLLECTIVELY“UPH”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS OR ANY OTHER WEBSITE PROPERTY OWNED AND/OR OPERATED BY UPH. BY ACCESSING AND/OR USING THIS WEBSITE OR ANY OTHER WEBSITE PROPERTY OWNED AND/OR OPERATED BY UPH, YOU HAVE EXPRESSLY INDICATED YOUR AGREEMENT TO THE TERMS AND CONDITIONS SET FORTH BELOW.

This website is comprised of various web pages owned and/or operated by UPH. UPH reserves the right to change the terms, conditions, and rules under which this or any other website property owned and/or operated by UPH is made available at any time, with or without notice. UPH strongly urges users of our websites to check the website Terms from time to time for any changes to such Terms. As used herein, the term (i) “Content” means and includes the content and materials accessible through the Website, including, without limitation, materials, information, artwork, graphics, images, text, software, and data; (ii) “UPH Privacy Policy” means the UPH privacy policy then in effect, which can be found at https://www.ecisolutions.com/en-gb/legal/privacy-policy; (iii) “Terms” refers to these terms and conditions regarding use of this and any other website property owned and/or operated by UPH, as amended from time to time; and (iv) “Website” means this website and any other website property owned and/or operated by UPH or its affiliates.

Right to Use
Subject to these Terms and the terms of the UPH Privacy Policy, UPH hereby grants you the right to access and view Content on the Website. By using the Website, you have expressed your agreement to all these Terms and to the UPH Privacy Policy. You agree that you shall not modify, reproduce, distribute, display, perform or otherwise use the Content for any public or commercial purpose, in any form or by any means, electronic or otherwise, without the express written permission of UPH. You shall not decompile, reverse engineer, modify or prepare derivative works of the Content. You acknowledge and agree that you have the full right, power and authority to enter into this agreement on behalf of yourself and any organisation on whose behalf you may be acting. If you do not agree with these Terms or the UPH Privacy Policy, immediately cease using this Website. If you fail to comply with any of these Terms, your authorisation to use this Website shall automatically terminate and you agree that you will immediately destroy any Content in your possession.

Restrictions
You agree that you will not use the Website for any purpose that is unlawful or prohibited by these Terms. You agree that you may not use the Website in any manner that could damage, disable, or impair the Website or interfere with any party’s use thereof. You shall not obtain or attempt to obtain any Content through any means not intentionally made available or provided for through the Website.

You may: (i) not defame, abuse, harass, stalk, or threaten any person or party or otherwise violate the legal rights of others; (ii) not post any abusive, obscene, vulgar, slanderous, hateful, threatening, sexually-oriented, pornographic, misleading, fraudulent, otherwise objectionable material of any kind or any other material that may violate any applicable laws or violate or infringe any third party rights or violate any confidentiality obligations; (iii) not advertise or offer to sell or buy any goods or services for any business purpose without the prior written consent of UPH; (iv) not conduct or forward surveys, contest, pyramid schemes or chain letters; (v) not collect information about others, including e-mail addresses, without UPH’s express prior written consent; (vi) comply with all of UPH’s requirements, procedures, policies regarding use of the Website and all applicable laws, rules and regulations; (vii) not take any action that could impose an unreasonable or disproportionately large load on the infrastructure or otherwise be disruptive; (viii) not upload, post, use or otherwise make available any content that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software, hardware or telecommunications equipment; or (ix) not post any comment or remark disparaging to UPH.

UPH reserves the right to review and remove any materials in its sole discretion. In addition to any other rights and remedies available to UPH, UPH reserves the right to limit or terminate your access to any or all of its Websites, user groups or discussion forums at any time without notice for any reason whatsoever.

UPH reserves the right to disclose any information as necessary to comply with any applicable law, rule, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in UPH’s sole discretion and/or in accordance with UPH’s Privacy Policy.

Discussion Forums
UPH reserves the right to monitor or review any areas of the Website where users are permitted to transmit or post communications or communicate solely with each other, including, without limitation, UPH discussion forums and user groups. UPH is not responsible for, and hereby disclaims any and all responsibility for, the content of any such user communications. UPH reserves the right to remove messages that include any material deemed abusive, defamatory, obscene, disparaging or that otherwise do not comply with these Terms or applicable laws, rules or regulations.

Account Control Responsibility
Where sections of a Website require that you create an account (which may require a user name, password and other information), by registering for such an account, a password and the right to use such portions of the Website, you represent and warrant to UPH that you are an authorised representative of your company with the right to accept these Terms on behalf of such company (and any additional terms required for access to such password-controlled content). You are solely responsible for maintaining the confidentiality of your user name and password and acknowledge and agree that you may be liable for losses incurred by UPH as a result of the misuse of your user name, password or account.

Third Party Content
While accessing and using the Website, you may encounter links to other websites controlled by third parties not affiliated with UPH (“Third Party Websites”). The Third Party Websites are not under the control of UPH and UPH shall not be responsible for the content of any Third Party Website, including, without limitation, any link contained in a Third Party Website, or any changes or updates to a Third Party Website. UPH provides links to Third Party Websites to you only as a courtesy, and the inclusion of any link is not an endorsement by UPH of such Third Party or any association with the party operating such Third Party Website.

Intellectual Property
All Content on the Website is protected by copyright in accordance with relevant laws (including, without limitation, those of the United Kingdom and the United States) and international treaties. Unless otherwise expressly noted, UPH or its affiliates are the owners of all such copyrights. Except as expressly provided under these Terms, UPH and its affiliates reserve all copyrights in the Content and you acquire no right to copy Content from this Website, including downloading or printing or to distribute the materials in any way, electronic or otherwise. If you desire to copy and or use any of the Content other than as expressly permitted by these Terms, please contact UPH at the address noted below. All marks associated with products or services on this Website are the property of UPH or its affiliates or are used under license from the owner of such marks. You may not use or reproduce these marks in whole or in part without the express prior written consent of UPH. UPH reserves all rights to protect its intellectual property and proprietary rights to the fullest extent of applicable law.

Downloading and/or Use of Software
If you download software from a Website or subscribe to any services offered through a Website, use of such Software and/or subscription to such services will be subject to additional terms and conditions accompanying such Software and/or services. You are solely responsible for adequate protection and backup of your Software, data and equipment and you assume all risks associated with any Software you may download, access or use.

UPH hereby disclaims any and all warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights with respect to the software. In no event will UPH and/or its respective suppliers or licensors be liable for any direct, indirect, consequential, incidental, special, punitive or other damages whatsoever with respect to the software (including, without limitation, damages for loss of profits, loss of data, loss of goodwill or business interruption) even if UPH has been advised of the possibility of such damages.

Submissions
You are hereby instructed to not submit any confidential or proprietary information from you in connection with your use of this Website. Any material, information or other communications that you transmit or post to a Website will be considered non-confidential and non-proprietary. UPH will have no obligation with respect to such material, information or other communications and will be free to copy, disclose, display, distribute, modify, incorporate, and otherwise use any of them without any obligation to you or any party whatsoever, for any and all purposes, commercial or otherwise. If you send UPH any material, information or other communications in connection with your use of a Website, you expressly acknowledge and agree that UPH shall have the right to use any ideas, concepts, know-how, or techniques embodied therein for any purpose whatsoever and without compensation to you in any form or fashion.

Liability Disclaimer
All content and services provided through this website and any other UPH website are provided “as is” without any warranties of any kind. In particular, UPH disclaims any and all warranties of any kind whatsoever, express or implied, including, but not limited to, implied warranties of merchantability, fitness for particular purpose, title or non-infringement of any third party rights. Content and/or services accessible on any UPH website may be out of date, inaccurate or incomplete and UPH makes no commitment to update or correct the content or services accessible via the website or to notify you of any changes. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

In no event shall UPH, its affiliates or their respective officers, directors, employees or agents be liable for any direct, indirect, incidental, special, exemplary, consequential or punitive damages (including, but not limited to, those resulting from lost profits, lost data, loss of goodwill or business interruption) arising out of the use, inability to use, or the results of any use of any UPH website, or the content or services accessible via any UPH website, whether based on warranty, contract, tort or any other legal theory and whether or not UPH is advised of the possibility of such damages. If you are dissatisfied with this website, or with any of these terms, your sole and exclusive remedy is to discontinue using the website. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.

Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

Compliance with Export Rules and Regulations
Content accessed via this Website may be subject to export control laws and regulations and may also be subject to the laws of the country where you reside. You agree not to transfer or otherwise export any such Software or Content in violation of such laws. You agree to comply with all relevant export laws and regulations, including those of the United Kingdom and any other applicable jurisdiction to assure that the Content or anything related to the Website are not exported, directly or indirectly, in violation of any applicable law or regulation.

Sweepstakes, Contests, Raffles, Surveys and Similar Promotions.
Any challenges, sweepstakes, contests, raffles, surveys, or similar promotions made available through the Website will be governed by specific rules that are separate from these Terms. By participating in any such sweepstakes, competition, raffle, survey or promotion, you acknowledge and agree that you will become subject to those rules, which may vary from the terms and conditions set forth herein. UPH urges you to read the applicable rules, which are linked from the particular activity, and to review the UPH Privacy Policy.

Availability to non-EU Residents
Not all Content, Software or other information, materials and services accessible via this Website may be available to all persons or in all geographic locations or jurisdictions. In addition, in order to comply with applicable law, UPH Websites specifically directed at residents of certain countries other than those in the European Union may have additional or different terms of use applicable to them, and you should consult the applicable Website for more information regarding such additional or different terms of use.

Governing Law/Jurisdiction
These Terms (and any non-contractual disputes arising from or in connection with them) shall be governed by and construed in accordance with the laws of England, without regard to its conflict of laws provisions. You hereby expressly consent, and waive any jurisdictional, venue or inconvenient forum objections, to the exclusive jurisdiction and venue of the English courts, in all disputes arising out of or relating to your use of the Website.

General
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed severable from these Terms and will not affect the validity and/or enforceability of any remaining provisions and the remainder of the Terms shall continue in effect. These terms and the UPH Privacy Policy constitute the entire agreement between you and UPH with respect to the Website and supersedes and replaces all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and UPH with respect to the Website. For questions concerning these terms, please contact: