Terms of use

THESE TERMS OF USE (AS UPDATED FROM TIME TO TIME AS SET FORTH HEREIN) SET FORTH THE LEGALLY-BINDING TERMS AND CONDITIONS FOR USE BY YOU OF THE [INSERT WEBSITE NAME] WEBSITE (THE “SITE”), THE LICENSED PRODUCT REFERRED TO HEREIN AS [NAME OF PRODUCT] AND/OR ALL OTHER APPLICATIONS, SERVICES, FEATURES, AND/OR CONTENT (TOGETHER WITH THE SITE AND [LICENSED PRODUCT NAME], COLLECTIVELY, THE “SERVICES”) OFFERED BY  OPX ESP, LLC (“ESP,” “WE,” “OUR” or “US”).  PLEASE READ THESE TERMS CAREFULLY AS THEY SET OUT LEGALLY BINDING TERMS AND CONDITIONS TO YOUR USE OF THE SITE AND ANY OF OUR SERVICES AVAILABLE THROUGH THE SITE.

Use of software accessible or available through the Site is subject to additional terms in the ESP End User License Agreement (“EULA”).  In the event of conflict between these Terms of Use and the EULA, the EULA shall control as to software accessible through the Site.

 1. Acceptance; Privacy Policy. You acknowledge that by installing, registering with, accessing and/or using the Site or Services in any manner, you agree to these Terms of Use, which also incorporate by reference our Privacy Policy, each of which may be updated from time to time without prior notice.

2. Use of Site Content.  Other than as expressly permitted in this Section 1, you may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell or otherwise exploit the Site or any content, information, software, products or services obtained from the Site without our prior written permission. You may view and display the public portions of the Site (that do not require password access) solely for your own internal, noncommercial, lawful use. You may only use restricted Site content subject to the expressly stated restrictions or limitations relating to specific material on the Site, and such other additional terms and conditions or agreements as ESP may require you to agree to as a condition to use such material.

You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information from the Site through any means not intentionally made available or provided for through the Site. 

Notwithstanding any of the foregoing, you may display and, subject to any expressly-stated restrictions or limitations relating to specific material on the Services, electronically copy, download onto your personal computer, mobile device or other technology used to access the Services, and print single hard-copy portions of, the material from the Services solely for your own personal, noncommercial and lawful use.  If you make other use of the Site or Services, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. 

3. Intellectual Property.   ESP and its licensors and suppliers own all right, title and interest in and to the Site, all the text, content, graphics, interfaces, code and materials therein, the look and feel, selection and arrangement, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to all intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership in or rights to of any of the foregoing. The Site is copyrighted as a collective work under the United States’ and other copyright laws, and is the property of ESP. The collective work includes works that are licensed toESP. Unless otherwise indicated on the Site, displayed trademarks, corporate logos, services marks, trade names and emblems (collectively, the “Marks”) are subject to the trademark rights of, and are proprietary to,  ESP, its licensors or its affiliates.  ESP does not grant any license or other authorization to use the Marks except through a separate written license agreement.

4. Links and Third Party Content.  Our Site may contain links to third-party websites or services that are not owned or controlled by us.  We are not responsible for the content of linked third-party websites and we do not make any representations or warranties regarding their content or accuracy.  Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites (including their privacy policies).

5. Unsolicited Submissions.  Any unsolicited non-personal information, remarks, suggestions, ideas, graphics or material you submit to us by email, download, or otherwise (“Unsolicited Submission”), is non-confidential, and automatically becomes ESP’s property upon receipt, without any compensation to you. We have no obligation to review or use any Unsolicited Submissions or to keep them confidential, but if we elect to use them, we are free to use and repurpose such Unsolicited Submission for any purpose. Specifically, we are free to use any ideas or concepts contained in any such Unsolicited Submission for any purpose whatsoever, without any compensation to you.  ESP does not waive any rights it may have to similar or related ideas previously known to it or developed by its employees and representatives, or obtained from sources other than you.

6. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF SERVICES, THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, ANDESP HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND ITS CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT AND/OR OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.  ESP DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, THAT THE FUNCTIONS OR CONTENT CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY OR THROUGH THE SITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, ESP DISCLAIMS ANY WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ESP OR ITS AUTHORIZED REPRESENTATIVE(S) SHALL CREATE A WARRANTY. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALLESP OR ANY OF ITS OWNERS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR REPRESENTATIVES BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IFESP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ESP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF USD $50.00. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Jurisdictional Issues; No Export. The Site is operated out of the United States and the ESP products, Services, materials, offers, and information appearing on the Site are intended for U.S. users. The Services may not be available to users outside of the United States.  ESP makes no representation that materials or information on the Site are appropriate or available for use outside of the United States, and access to them from jurisdictions where their content is illegal is prohibited. Those who choose to access the Site outside of the United States do so at their own initiative and are responsible for compliance with applicable local laws. 

9. Changes to these Terms of Use.  ESP reserves the right to modify these Terms of Use, and to add new or additional terms or conditions on your use of the Site, for any reason, without notice, at any time. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms of Use upon posting of revised Terms of Use on the Site. Your continued use of the Site or Services afterward will be deemed acceptance of the then-current Terms of Use.   ESP may modify or discontinue providing the Site, in whole or in part, at any time, for any reason, without prior notice.

 10. Copyright Notice. If you believe that any content available through the Site or the Services infringes a copyright claimed by you, please contact ESP at help@esp.com.

 11. Applicable Law and Disputes. These Terms of Use shall be governed in accordance with the laws of the District of Columbia. Your use may also be subject to other local, state, national or international laws.  Any controversy or claim arising out of or relating to this Terms of Use or the Site or Services shall be settled by arbitration in the District of Columbia, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.  If ESP is the prevailing party in any arbitration proceeding or lawsuit against or involving you, then you shall pay ESP’s reasonable attorneys' fees, costs and expenses incurred in such arbitration proceeding or lawsuit.

Any action relating to the use of the Site or any transaction with ESP must be brought in the courts of the District of Columbia. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

12. Other Provisions.

a. If any part of this Terms of Use is held invalid or unenforceable, the remaining portions shall remain in full force and effect.  ESP’s failure to enforce any right or provisions in these Terms of Use will not constitute a future or ongoing waiver of such or any other provision of the Terms of Use. 

b. ESP may notify you with respect to the Site by sending an email message to your last known email address in its records, via postal mail to your last known mailing address in its records, or by a posting on the Site. Notices shall become effective immediately following delivery by  ESP.

c. ESP is not responsible for, and reserves the right to correct all, errors on the Site, including, without limitation, any pricing errors or mis-descriptions of products or services.

d. You hereby grant ESP the right to take all steps ESP believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You agree that ESP has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials and/or a third party, as ESP believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use (including, but not limited to, ESP’s right to cooperate with any legal process relating to your use of the Site, and/or a third-party claim that your use of the Site is unlawful and/or infringes such third-party’s rights).

Contact Information. Comments, questions or claims with respect to the Site or this Terms of Use should be directed to: help@esp.com