Terms of Service

Revision 1 - Updated 2/15/2021

Fees & Billing

1. Service Charges. Customer agrees to pay the charges for services and any setup or other charges indicated on the service order(s) or otherwise due hereunder (collectively, "Service Charges"). Service Charges do not include any applicable taxes, which may be billed to the customer in addition to the Service Charges. If a service order provides for deferred payment of costs over time, customer acknowledges that they are responsible for paying in full the remaining balance of such costs in the event of any early termination of the service order or this agreement for any reason whatsoever.
2. Billing and Payment Terms. Beginning on the date of commencement of the services, as set forth in the service order or otherwise documented, customer will be billed in advance for the contracted services at the agreed upon service term period (monthly, quarterly, or yearly). All serivce charges and other fees will be due in United States Dollars within fourteen (14) days of the date of the invoice, or on such other terms as EPEC Technologies, LLC may require if the customer has not met the criteria for an unsecured net-15-day line of credt. Late payments will accrue nterest at a rate of five percent (5%) per month or the highest rate allowed by applicable law, whichever is lower. If customer fails to make payments when due and does not cure such failure within ten (10) days of receipt of written notice of the same pursuant to the terms hereof, EPEC Technologies, LLC will consider customer in default of its payment obligations hereunder, may suspend service to customer, and may require payment in advance of further services. ALL PAYMENTS MADE TO EPEC TECHNOLOGIES, LLC ARE NON-REFUNDABLE.
3. Unmetered Bandwidth. Unmetered Bandwidth maintains no commit guarantee on port speeds for services. Unmetered Bandwidth services allow customers to burst to the full speed of the service port for short time periods, as outlined by our Unmetered Bandwidth Policy available on our website at EPECServers.com. All customers subscribing to an Unmetered Bandwidth service do so while agreeing to abide by the guidelines outlined in the Unmetered Bandwidth policy.

Services
The services will be provided to the customer on the terms set forth on the service orders, subject to the provisions of this agreement. Requests for additional services may be made to EPEC Technologies, LLC's sales staff or by email to sales@epecweb.net and will be effective when accepted by EPEC Technologies, LLC. Such additional services shall result in an increase in the Service Charges as set forth in the service order. For additional serivces outside the scope of this agreement (including any service order), EPEC Technologies, LLC must receive 72 hours advance notice before commencing such services, or may bill customer a $500 rush services charge.

1. Network Burden. It is the right of EPEC Technologies, LLC to suspend, cap, or rate limit any and all traffic when deemed detrimental to the health of the network or other customers services. Unmetered service is a shared service and is sold with no guarantees of any kind. Customers may, in rare circumstances, be asked to upgrade to dedicated port, metered, or flat rate plans to avoid congestion on the network.

Warranty
EPEC Technologies, LLC warrants that it will provide the services at a professional level of quality conforming to generally accepted industry standards and in compliance with all applicable laws and regulations. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, CUSTOMER'S USE OF THE SERIVCES ARE AT CUSTOMER'S OWN RISK AND EPEC Technologies, LLC DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THERE IS NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Disclaimer of Third Party Actions and Control.
EPEC Technologies, LLC does not and cannot control the flow of data to or from the EPEC Technologies, LLC network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which customer connections to the Internet (or portions thereof) may be impaired or disrupted. It cannot be guaranteed that such situations will not occur and, accordingly, EPEC Technologies, LLC disclaims any and all liability resulting from or related to such events. In the event that Customer"s use of the Service or interaction with the Internet or such third parties is causing harm to or threatens to cause harm to the EPEC Technologies, LLC Network or its operations, EPEC Technologies, LLC shall have the right to suspend the Service. EPEC Technologies, LLC shall restore Service at such time as it reasonably deems that there is no further harm or threat of harm to the EPEC Technologies, LLC Network or its operations.

Limitations of Liability

1. Exclusions. In no event will EPEC Technologies, LLC be liable for any incidental, punitive, indirect or consequential damages (including without limitation any lost revenue or lost profits) or for any loss of technology, loss of data, or interruption or loss of use of Service (except as set forth in any applicable Service Level Agreement) or any other similar claims by Customer or related to customer's business, even if EPEC Technologies, LLC is advised of the possibility of such damages.
2. Maximum Liability Notwithstanding anything to the contrary in this Agreement, EPEC Technologies LLC's maximum aggregate liability to customer related to or in connection with this Agreement whether under theory of contract, tort (including negligence), strict liability or otherwise will be limited to the total amount due to EPEC Technologies LLC from Customer hereunder for the first twelve (12) month period of the Agreement.

Indemnification

1. Covered Claims. Each party (the "Indemnifying Party" for purposes of this Section) will indemnify, defend and hold harmless the other party (the "Indemnified Party"), its directors, officers, employees, and affiliates (collectively, the "Indemnified Entities") from and against any and all claims, actions or demands brought against any of the Indemnified Entities alleging: (a) infringement or misappropriation of any intellectual property rights by the Indemnifying Party except to the extent caused by the Indemnified Party; (b) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity, or spamming or any other tortuous or illegal conduct; (c) any property loss suffered by any other customer of EPEC Technologies, LLC resulting from acts or omissions by the Indemnifying Party or its representative(s) or designees; or (d) any personal injury suffered by any representative, employee or agent of the Indemnified Party arising out of such individual's activities related to the Services except to the extent caused by the Indemnified Party's negligence or willful misconduct (collectively, the "Covered Claims").
2. Notice Procedure. The Indemnified Party will provide the Indemnifying Party with prompt written notice of each Covered Claim of which the Indemnified Party becomes aware. At the Indemnified Party's sole option, it may elect to participate in the defense and settlement of any Covered Claim, provided that such participation shall not relieve the Indemnifying Party of any of its obligations under this Section. The Indemnifying Party shall have the right to control the defense of any Covered Claim.

Term
This agreement will commence on the effective date and will expire upon the expiration of all service order(s) hereunder, unless sooner terminated as provided herein. Each service order will have the specified term therein, and will automatically renew at similar terms of original service order unless customer notifies EPEC Technologies, LLC in writing prior to the expiration of the then-current term that it has elected to terminate the services under such service order at the end of the term.

Termination

1. Nonpayment. In addition to its rights in subsection 3 below, EPEC Technologies, LLC may suspend service to customer if customer is in default of its payment obligations hereunder. Reinstatement of services may involve costs, for which a reconnection fee may be required.
2. Bankruptcy. Either party may terminate this agremeent upon written notice to the other party if such other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of credits, if such petition or proceeding is not dismissed within sixty (60) days of filing.
3. Breach. Except as otherwise stated, either party may terminate this agreement if the other party breaches any material term or condtion of this agremenet and fails to cure such breach within ten (10) days. This applies to other agreements to which the customer has agreed as well, including but not limited to the Acceptable Use Policy (AUP).
4. Effect of Termination. Upon expiration or termination of this agrement, (a) EPEC Technologies, LLC will cease prociding the services; (b) except in the case of termination by the customer pursuant to subsection 3, all of customer's payment obligations under this agreement, including but not limited to the service charges, through the end of the term indicated on the service order(s) will become due in full immediately.

Survival
The Parties' respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of this Agreement and continue in full force and effect

Miscellaneous Provisions

1. Force Majeure. Other than with respect to failure to make payments due, neither party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.
2. Confidentiality. Each party agrees that all information furnished to it by the other party, or information of the other party to which it has access under this Agreement, shall be deemed the confidential and proprietary information (collectively referred to as "Confidential Information") of the Disclosing Party and shall remain the sole and exclusive property of the Disclosing Party (the party furnishing the Confidential Information referred to as the "Disclosing Party" and the other Party referred to as the "Receiving Party"). Each party shall treat the Confidential Information and the contents of this Agreement in a confidential manner, shall use such information only to the extent necessary to perform its obligations hereunder, and, neither party may directly or indirectly disclose the same to anyone other than its employees on a need to know basis and who agree to be bound by the terms of this Section, without the written consent of the Disclosing Party. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than onehaving an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; (iv) is independently developed by the Receiving Party; or (v) is required to be released by law or regulation, provided that the Receiving Party provide prompt written notice to the Disclosing Party of such impending release, and the Receiving Party cooperate fully with the Disclosing Party to minimize such release.
3. Marketing. Unless customer at any time requests otherwise, EPEC Technologies, LLC may refer to customer by name and with logo in EPEC Technologies, LLC's parketing materials and website, and subject to customer's review and approval, may promote customer's bueinss and use of the services through a press release, advertising, or other marketing literature.
4. Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by any government within whose jurisdiction Customer operates or does business.
5. Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party, except to an affiliate or a party that acquires substantially all of the assigning party's assets or a majority of its stock as part of a corporate merger or acquisition. Any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
6. Notices. Any required notice hereunder may be delivered personally or by email, courier, regular mail or mailed by registered or certified mail, return receipt requested, to either party at the name and address on the signature page of this Agreement, or at such other address as such party may provide to the other by written notice. Such notice will be deemed to have been given as of the date it is delivered personally or by email, courier, or five (5) days after it is sent by mail. In addition, EPEC Technologies, LLC shall have the right to send Customer notices to Customer's email address as contained on EPEC Technologies, LLC's customer contact list. Such email notification is deemed delivered on the day sent unless returned to sender.
7. Relationship of Parties. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.
8. Changes Prior to Execution. Each party represents and warrants that any changes to this Agreement made by it were properly marked as changes and that it made no changes to the Agreement that were not properly identified as changes.
9. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois excluding its conflict of laws principles.

General.
This agreement, together with the service order(s) and service level agreement(s) and exhibit(s) (including the policies referred to therein) is the complete agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral. EPEC Technologies, LLC reserves the right to modify this agreement at our discretion, upon which time we will notify the customer to accept the updated version of the agreement. Should any provision of this agreement be declared void or unenforceable, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original terms and the remainder of this agremeet will remain in full force and effect. If a conflict arises between a party's pre-printed business form and this agreement or between a service order and this agremeent, this agreement will take precedence. By checking the agreement checkbox during the order process, customer agrees that it has reviewed and approved all material contained within the corresponding page(s).

Acceptable Use Policy
Customer's use of EPEC Technologies, LLC services is contingent upon their agreement with the Acceptable Use Policy, published on our website at EPECServers.com. All customers agree to this policy when ordering services. Customer agrees that their usage of the service will be in compliance with the published Acceptable Use Policy.

Illegal Use
Customer will cooperate in any investigation of customer's alleged illegal use of EPEC Technologies, LLC's services or other networks accessed through the EPEC Technologies, LLC network. If customer fails to cooperate with any such invesitigation, EPEC Technologies, LLC may suspend customer's service. Additionally, EPEC Technologies, LLC may modify or suspend customer's service in the event of illegal use of the EPEC Technologies, LLC network or as necessary to comply with any law or regulation, including the Digital Millenium Copyright Act of 1998, 17 U.S.C. 51, as reasonably determined by EPEC Technologies, LLC. EPEC Technologies, LLC will comply with all legitimate law enforcement requests and court orders.

Changes In Terms of Agreement
EPEC Technologies, LLC reserves the right to make changes to the terms and conditions of this Agreement upon thirty (30) days notice to the Customer, advising of the change and the effective date thereof, but with changes in service fees being effective only at the end of any period for which the Customer has prepaid. Utilization of the service by the Customer following the effective date of such change shall constitute acceptance by the Customer of such change(s).

Governing Law
The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

Enforcement of Agreement
In the event it is necessary for EPEC Technologies, LLC to enforce its rights under this agreement, customer agrees to pay all fees incurred by EPEC Technologies, LLC (including, but not limited to, attorney's fees and collection agency fees).

Amendment or Waiver
Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of Customer and an officer of EPEC Technologies, LLC. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder shall not constitute a waiver of the act or condition itself.

Assignment and Severability
This Agreement shall be binding upon and inure to the benefit of customer, EPEC Technologies, LLC and our respective successors, and assigns. Customer may not assign this Agreement without the prior written consent of EPEC Technologies, LLC, which consent will not be unreasonably withheld or delayed. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

Notices
All notices to customer hereunder shall be given at the Billing Address provided on the signature page hereto. All notices to EPEC Technologies, LLC hereunder shall be given to: Legal Department legal@epecweb.net Any notice hereunder shall be in writing and shall be given by registered, certified or express mail, or reliable overnight courier addressed to the addresses in this Agreement, or by facsimile. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid.

Entire Agreement
This Agreement, and any other document or agreements specifically identified in this Agreement, supersedes all previous representations, understandings or agreements. This Agreement, and any other document or agreements specifically identified in this Agreement constitutes in whole the entire agreement between EPEC Technologies, LLC and Customer. Any services or products, expressed or implied, that are not specifically included and outlined in this Agreement or the accompanying Service Order Form do not fall under the breadth of this Agreement and are in no way the responsibility of EPEC Technologies, LLC. Any additions, subtractions, or modifications to this Agreement, in part or in full, must be agreed upon by both EPEC Technologies, LLC and Customer with accompanying signatures to this effect on the appropriate document referenced by the Agreement.

Survival
The rights and obligations of the parties in this Agreement that would by their nature or context are intended to survive the expiration or termination of this Agreement shall so survive

Acceptance of Services
ACCEPTANCE OF THIS AGREEMENT BY EPEC Technologies, LLC MAY BE SUBJECT, IN EPEC Technologies, LLC's ABSOLUTE DISCRETION, TO SATISFACTORY COMPLETION OF A CREDIT CHECK AND CONTINUED CREDIT WORTHINESS OF CUSTOMER. ACTIVATION OF SERVICE SHALL INDICATE EPEC Technologies, LLC"s ACCEPTANCE OF THIS AGREEMENT. USE OF THE EPEC Technologies, LLC NETWORK CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS FULL AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT. CUSTOMER FURTHER REPRESENTS AND WARRANTS THAT CUSTOMER IS AT LEAST 18 YEARS OF AGE.