For Customers
Master Subscription Terms
The EPIC Auto, Inc. ("EPIC") terms and conditions below (“Master Subscription Terms” or “Agreement”) is a binding contract between Customer and EPIC. These Master Subscription Terms govern your access to and use of any of the services and products offered by EPIC.
These terms, together with all exhibits and schedules incorporated herein, as well as the product-specific terms and conditions ("Additional Product Terms") found either attached to the Order Form or incorporated by reference from www.withepic.com/legal, govern the subscription of each EPIC Product specified in the Order Form. The Order Form may also include various attachments ("Attachments") that provide additional governance.
THESE MASTER SUBSCRIPTION TERMS TAKE EFFECT AS OF THE DATE SET FORTH IN YOUR APPLICABLE ORDER FORM FOR THE SERVICES OR PRODUCTS OR WHEN YOU BEGIN ACCESSING OR USING THE SERVICES OR PRODUCTS ON EPIC’S PLATFORM.
BY EXECUTING AN APPLICABLE ORDER FORM OR BY ACCESSING OR USING THE SERVICES OR PRODUCTS YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE MASTER SUBSCRIPTION TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE MASTER SUBSCRIPTION TERMS AND, IF ENTERING INTO THESE MASTER SUBSCRIPTION TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE MASTER SUBSCRIPTION TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE MASTER SUBSCRIPTION TERMS, PLEASE DO NOT SELECT THE "I ACCEPT" BUTTON. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES OR PRODUCTS.
1. DEFINITIONS. The following capitalized terms, when used in these Master Subscription Terms, any Additional Product Terms, or any other Attachments, will have the corresponding meanings provided below:
1.1 “API” means an application programming interface where Customer can access EPIC Products via a software integration between Customer’s DMS, or other related system, and EPIC, as an alternative to accessing EPIC Products via a web browser.
1.2 “Activation Date” means the start date of the Subscription Term as specified in the Order Form, or, if unspecified, the earlier of: (a) activation of the Customer by EPIC, or (b) thirty days after the Order Form is signed by the Customer.
1.3 “Additional Product Terms” has the meaning set forth in the preface above.
1.4 “Administrative Authorized User” or “Administrator” means an Authorized User granted administrative rights by the Customer to manage an EPIC Product and to act on the Customer's behalf under these terms and any relevant Additional Product Terms or Attachments.
1.5 “Affiliate” means any entity that controls, is controlled by, or is under common control with EPIC or the Customer, either directly or indirectly.
1.6 “Analytics Data” means data generated from Customer’s use of any EPIC Product, excluding Consumer Data, including logs, performance, usage, and other web analytics data.
1.7 “Attachments” has the meaning set forth in the preface above.
1.8 “Authorized Customer Location” means Customer’s physical location as specified in the applicable Order Form.
1.9 “Authorized Users” means Customer Personnel who have been issued Credentials to access an EPIC Product in accordance with these Master Subscription Terms, and any applicable Additional Product Terms or Attachments.
1.10 “Confidential Information” means all information or materials, whether communicated orally or in writing, that are provided or disclosed by the Disclosing Party to the Receiving Party and are designated as confidential or should reasonably be considered confidential given the context of the information and the conditions of disclosure. Specifically, (a) EPIC's Confidential Information encompasses EPIC Products, related materials, and any information tied to EPIC's business operations, including operations, customer details, contractors, distributors, software, technology, products, services, or marketing strategies, as well as any details outlined in these Master Subscription Terms, any Additional Product Terms, Attachments, and any pricing information; and (b) Customer’s Confidential Information includes all Customer Data. However, Confidential Information does not include data that: (1) becomes publicly available through no fault of the Receiving Party; (2) was already rightfully known or possessed by the Receiving Party without an obligation of confidentiality; (3) is received from a third party not bound by confidentiality obligations and without breach of such obligations; (4) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (5) is made available to third parties by the Disclosing Party without a confidentiality restriction.
1.11 “Consumer” means a direct customer of EPIC’s Customer.
1.12 “Consumer Information” means any information that is classified as “personal information,” or any other substantially similar classification, under any applicable Privacy Laws.
1.13 “Consumer Payment” or “Consumer Payment Transaction” means a payment transaction to a vehicle owner initiated by Customer through the EPIC Product to remit the vehicle’s equity value amount.
1.14 “Control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interests of the respective entity or the legal power to direct or cause the direction of the general management of such entity, whether by contract or otherwise.
1.15 “Credentials” means any information required to securely access or use an EPIC Product (e.g. usernames and passwords).
1.16 “Cure Period” means a define period of time a Party has to reasonably resolve their material breach of the Order Form, which for these purposes include the Master Subscription Terms, any Additional Product Terms or any Attachments.
1.17 “Customer” means the EPIC customer that is a party to the applicable Order Form.
1.18 “Customer Data” means (a) any data, content, or information held within a Customer Instance of an EPIC Product, and (b) any data received directly from the Customer, the Customer's systems, or any Third-Party Licensor’s systems, such as Customer DMS Data or Customer LMS Data, which may contain Consumer Information. Customer Data specifically does not include Analytics Data.
1.19 “Customer DMS Data” means Customer Data that is accessed by an EPIC Product via an integration with Customer’s DMS.
1.20 “Customer LMS Data” means Customer Data that is accessed by an EPIC Product via an integration with Customer’s LMS.
1.21 “Customer Instance” means the individual account that EPIC provides to Customer for the applicable EPIC Product. For avoidance of doubt, one Customer Instance is required for each Authorized Customer Location.
1.22 “Customer Mark” means any name, logo, trademark, service mark, slogan, tagline or related mark used for marketing or identification of Customer or any of Customer’s affiliates.
1.23 “Customer Representative” means any employee, agent, contractor, or other representative of the Customer, including Authorized Users. All actions and inactions, including omissions, whether intentional or otherwise, of Customer Representatives are expressly those of the Customer.
1.24 “Customer Resources” means Customer-utilized systems, content or materials, without limitation, that may be, as applicable, integrated with an EPIC Product or transferred, uploaded or otherwise transmitted to an EPIC Product.
1.25 “Disclosing Party” means the Party that provides Confidential Information to the Receiving Party in connection with the Order Form.
1.26 “DMS” means a dealer management system, which is a management information system that may be used by Customer.
1.27 “Email Notice” means: (a) for notices sent by the Customer to EPIC, an email directed to the designated email address for the EPIC Product as specified herein; or (b) for notices sent by EPIC to the Customer, an email sent to the email address that EPIC has on record for the related EPIC Product.
1.28 “EPIC” means the entity that is a party to the applicable Order Form that provides the subscribed EPIC Product to Customer. Such entity may also be referenced in Additional Product Terms or Attachments by its legal name, EPIC Auto, Inc., instead of as “EPIC”.
1.29 “EPIC Mark” means any name, logo, trademark, service mark, slogan, tagline or related mark used for marketing or identification of EPIC or any of EPIC’s affiliates.
1.30 “EPIC Product” or “EPIC Products” means the EPIC software product or service identified on the applicable Order Form. The Order Form may cover more than one EPIC Product. Solely with respect to any use restrictions regarding the applicable EPIC Product as set forth in these Master Subscription Terms, any Additional Product Terms or any Attachments, the term “EPIC Product” will include any Third-Party Interfaces applicable to or integrated with such EPIC Product.
1.31 “Fee” or “Fees” means, individually or collectively, fees due and payable from Customer to EPIC or EPIC Affiliates pursuant to the applicable Order Form, including Subscription Fees and any other fees.
1.32 “Feedback” means any information, suggestions, ideas, enhancement requests, recommendations, comments and other feedback that Customer or any Customer Representative may disclose, transmit, suggest or offer to EPIC or its Affiliates with respect to any EPIC Product.
1.33 “In-Application Notice” means: an electronic notification within a user interface of the EPIC Product that is made to an Administrative Authorized User of Customer.
1.34 “Including” means “including, without limitation”.
1.35 “Laws” means all applicable federal, state and local laws, regulations, rules, ordinances and other decrees of any governmental authority.
1.36 “Legal Notice” means written notification to the following addressees: (a) if from Customer to EPIC, then to EPIC, Attention: Legal Department, 1919 S. Shiloh Rd, Suite 310, Garland, Texas 75042, with a copy sent via email to the EPIC email address used for Email Notice and, if applicable, to the EPIC address specified in the applicable Order Form; or (b) if from EPIC to Customer, then to the address that EPIC has on file for Legal Notices to Customer, or if no such address is on file, to the address of an Authorized Location, with Attention: Legal Department.
1.37 “Lien Release” or “Lien Payment Transaction” means a payment transaction to an applicable Third-Party on a vehicle that is initiated by Customer through the EPIC Product to release a vehicle lien.
1.38 “Lien Placement” means adding a lien in the name of Customer on a vehicle title that is initiated by Customer through the EPIC Product.
1.39 “LMS” means a lender management system, which is an enterprise management information system used by a Lender.
1.40 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.41 “Master Subscription Terms” has the meaning set forth in the preface above.
1.42 “Mobile Application” means a mobile or tablet website or application.
1.43 “Modifications” means changes, upgrades, updates, modifications or enhancements to, or derivative works of, an EPIC Product.
1.44 “Order Form” means the ordering document between EPIC and Customer, under which Customer subscribes to one or more EPIC Products. The Order Form may be a written or an electronic agreement, and may also include online forms or terms that have been “accepted” or “agreed” by Customer.
1.45 “Party” means Customer or EPIC, individually, as applicable.
1.46 “Parties” means Customer and EPIC, collectively, as applicable.
1.47 “Payment Account” means an account that Customer establishes through EPIC to enable the payment processing functionality of the EPIC Product.
1.48 “Personnel” means agents, employees, officers, directors or contractors employed, engaged or appointed by a Party hereunder.
1.49 “Privacy Laws” means all applicable privacy laws and information security laws, and any other applicable federal, state, provincial or local laws, as they exist and are amended from time to time, relating to: (a) data privacy, security, integrity, confidentiality, communications, use, collection, processing and storage; and (b) spamming and other unsolicited communications, including, as applicable, the U.S. Gramm-Leach-Bliley Act of 1999 (e.g. 16 C.F.R. Part 313 (Privacy Rule) and 16 C.F.R. Part 314 (Safeguards Rule)), and the U.S. Telephone Consumer Protection Act of 1991 (TCPA).
1.50 “Quoted Amount” means the loan payoff quote for a given vehicle presented to Customer through the EPIC Product when Customer initiates a Transaction, based on information received by EPIC from the applicable Third-Party.
1.51 “Quoted Other Information” means, individually or collectively, other such information, as available, related to a loan, title ownership, lien release, title release, title status of consumer insurance for a given vehicle presented to Customer through the EPIC Product when Customer initiates a transaction, based on information received by EPIC from the applicable Third-Party or otherwise.
1.52 “Receiving Party” means the Party that receives Confidential Information from the Disclosing Party in connection with the Order Form.
1.53 “Subscription” means the right to access and use an EPIC Product during the applicable Subscription Term, subject to payment of Fees as set forth in the applicable Order Form.
1.54 “Subscription Fees” means the periodic (typically monthly) fees for the Subscription.
1.55 “Subscription Term” means the period of time specified on the applicable Order Form when the applicable Subscription is in effect.
1.56 “Taxes” means all applicable national, state or local sales or use taxes or value added taxes.
1.57 “Third-Party” means an entity or person that is neither a Party, nor an Affiliate of a Party.
1.58 “Third-Party Interface” means any interface utilized for any integration between an EPIC Product and a Third-Party Licensor’s product.
1.59 “Third-Party Licensor” means any Third-Party that makes available Third-Party Materials.
1.60 “Third-Party Materials” means data, content, software or other materials from a Third-Party Licensor that are made available by, through or in connection with the applicable EPIC Product. EPIC may license but does not own Third-Party Materials.
1.61 “Third-Party Terms and Conditions” means any applicable terms and conditions or other agreements governing the access and use of the applicable Third-Party Materials.
1.62 “Title Transfer” or "Express Title" means a transfer of vehicle ownership Transaction initiated by Customer through the EPIC Product to transfer a vehicle’s ownership to Customer’s ownership, evidence by issuance of a vehicle title in Customer’s legal name.
1.63 “URL” means the address of a web page.
2. SUBSCRIPTION.
2.1 Subscription Term. Except as otherwise set forth on the applicable Order Form, the Subscription Term for an EPIC Product will commence on the Activation Date and will expire at the end of the period specified in such Order Form. Thereafter, unless such Order Form expressly states otherwise, the Subscription Term will automatically and indefinitely renew for additional subsequent terms equal in length to (i) the length of time specified in such Order Form or (ii) otherwise the length of time of the initial Subscription Term, until the Subscription is canceled by a Party in accordance with the cancellation requirements contained in this Master Subscription Terms.
2.2 Access to EPIC Products. During the Subscription Term, EPIC will make the applicable EPIC Product available through a website, URL or API for Customer’s and its Authorized Users’ access and use. Except as otherwise expressly provided in the applicable Order Form, any Additional Product Terms and/or any applicable Attachments, Customer will be solely responsible for any software, hardware, connection, and other equipment, along with technical specifications which EPIC may update from time to time, in each case as necessary for Customer and its Authorized Users to access and use any EPIC Product.
2.3 Authorized Users. As necessary to access an EPIC Product, and subject to any limitations on the number of Administrative Authorized Users and other Authorized Users in the applicable Order Form, EPIC will issue administrative Credentials to Customer, whereupon such Administrative Authorized Users will be enabled to issue Credentials to additional Authorized Users. Customer will keep Credentials confidential and secure, and prevent such Credentials from being disclosed to or used by any person or party other than the Authorized Users to whom the Credentials are issued. Customer must immediately report in writing to EPIC any unauthorized use or disclosure of any Credentials or any other account information of Customer. Customer will be responsible and liable for all actions taken through or under any Credentials issued to Customer in connection with the use of any EPIC Product, whether such actions are taken by an Authorized User or otherwise.
2.4 Customer Locations and Instances. Unless otherwise specifically set forth on the applicable Order Form, Subscriptions to EPIC Products are provided on a “per-location” basis, meaning that each such Subscription is specific to, and may only be used for and by, one Authorized Customer Location. If the Authorized Customer Location has more than one DMS or LMS instance, then Customer may need a separate Subscription for each instance at EPIC’s sole discretion.
2.5 Modifications. EPIC reserves the right, from time to time, to make Modifications to any EPIC Product; provided, however, that EPIC will not materially diminish the functionality of an EPIC Product such that is rendered unusable by Customer during the Subscription Term. Unless there is a separate agreement between EPIC and Customer to the contrary, each such Modification may be made generally available to all EPIC customers that subscribe to the applicable EPIC Product.
2.6 Third-Party Materials.
(a) EPIC may integrate with, incorporate or otherwise offer access to certain Third-Party Materials within the EPIC Products. Third-Party Materials are offered and made available by the applicable Third-Party Licensor through EPIC, and not directly by EPIC, and, as such, may be used, edited, reproduced and distributed by such Third-Party Licensors outside the scope of these Master Subscription Terms and without EPIC’s knowledge. Any use of any Third-Party Materials by Customer or any Authorized User is subject not only to the terms and conditions applicable to the EPIC Product, but also any applicable Third-Party Terms and Conditions. Customer will notify EPIC promptly if Customer’s relationship with any Third-Party Licensor to which EPIC provides integration on behalf of Customer terminates. EPIC is not responsible or liable to Customer or any other party for any Third-Party Materials or any use thereof by Customer or any Authorized User. Neither Party may modify or terminate any of its respective obligations under these Master Subscription Terms, any Additional Product Terms or any Attachments in a manner that would impact the rights of any such Third-Party Licensor adversely.
(b) If EPIC integrates with any Third-Party Materials, Customer expressly authorizes and grants permission to EPIC and its Affiliates to: (a) substitute one form of integration for another, or (b) immediately discontinue providing any integration or any part thereof if EPIC, in its sole discretion, determines that it no longer has the right or ability to provide such integration for any reason. In either case, Customer’s Subscription to the applicable EPIC Product will continue in full force and effect and EPIC may adjust Customer’s Fees as reasonably appropriate.
2.7 Customer Resources. To the extent integration with Customer Resources is applicable to an EPIC Product, (a) Customer grants EPIC, its Affiliates and its service providers permission to access such Customer Resources for the purpose of providing such integration; and (b) Customer consents to the installation of hardware, software and/or other custom programs on Customer’s local area network and/or computer workstations, and the enablement and use of passwords to access the Customer Resources by EPIC and/or its Affiliates.
2.8 Mobile Applications.
(a) Certain EPIC Products may, from time to time, be made available through a Mobile Application, which may allow Customer, its Authorized Users and its Consumers to use and access the applicable EPIC Product (or certain features or functionality thereof) via a mobile or tablet device. To use any Mobile Application, the applicable Authorized User or Consumer must have a mobile or tablet device that is compatible with such Mobile Application. For clarity, such access and use of EPIC Products (or any portions thereof) by Customer through a Mobile Application will be subject to these Master Subscription Terms and any applicable Additional Product Terms and Attachments.
(b) Customer acknowledges that EPIC may from time to time issue upgraded versions of any Mobile Application, and in certain cases, EPIC may automatically and remotely upgrade the version of such Mobile Application that Customer, its Authorized Users and its Consumers are using on their respective mobile devices. Customer consents (on behalf of itself and its Authorized Users) to any such automatic and remote upgrading on the mobile devices of Customer, its Authorized Users and its Consumers.
3. CANCELLATION
3.1 Subscription Cancellation.
(a) Customer may at its option cancel any Subscription by providing Email Notice to EPIC at least sixty (60) days from the end of the then-current Subscription Term, provided that, cancellation is provided by the Management Contact listed in the applicable Order Form (or other duly appointed contact authorized in writing by Customer) and will be effective only at the end of a Subscription Term (e.g. for month-to-month Subscriptions, if notice is given on the fifteenth (15th) day of a given month, the cancellation will not occur until the end of the following month). EPIC may at its option cancel any Subscription at any time by providing Email Notice to Customer of the cancellation.
(b) The Order Form will remain in effect with respect to any other continuing Subscriptions (unless they are dependent on the canceled Subscription, in which case the dependent Subscriptions will also be canceled). If there are no Subscriptions remaining under the applicable Order Form following a cancellation, then such Order Form will automatically cancel upon the effective date of cancellation. If a Subscription to an EPIC Product is canceled, but one or more other Subscriptions to EPIC Products remain in effect under such Order Form, then EPIC may adjust the Fees for the Subscriptions to the remaining EPIC Products to be consistent with the Fees that would have been charged had Customer subscribed to only the remaining EPIC Products.
(c) EPIC may immediately cancel the Order Form with respect to any EPIC Product (or any component thereof) if it ceases to offer such EPIC Product (or such component of EPIC Product) to customers generally for any reason. In such event, the Order Form will continue to apply with respect to the remaining EPIC Products, if any.
3.2 Cancellation for Cause. Customer may immediately cancel the applicable Order Form (and the corresponding Subscriptions): (a) if the EPIC commits a material breach of such Order Form (including these Master Subscription Terms, any Additional Product Terms or any Attachments), and such material breach has not been cured within thirty (30) days after receiving Legal Notice of such ("Cure Period"); or (b) upon the initiation of any bankruptcy, insolvency or other similar proceeding against EPIC or an entity that Controls EPIC. For the avoidance of doubt, Customer is not entitled to waive or dismiss the agreed Cure Period, and any attempted waiver or dismissal of such Cure Period by Customer shall immediately cause Customer to be in material breach. Upon any cancellation of the applicable Order Form, all Subscriptions thereunder will be automatically canceled.
3.3 Effect of Cancellation. Upon any cancellation of a Subscription (including through a cancellation of the applicable Order Form):
(a) The Subscription Term will end, and all rights granted to Customer hereunder, and all obligations of EPIC related to such Subscription, will immediately and automatically cancel;
(b) Any unpaid Fees will be immediately due and payable; and
(c) Within five (5) days following the date of cancellation, Customer may request via Email Notice that EPIC provide Customer with access to Customer Data. Upon receipt of such request, and if applicable to the EPIC Product, EPIC shall provide to Customer access its Customer Data in a manner and format EPIC deems fit, to include view-only access to the applicable EPIC Product, CSV, spreadsheet, or other related format. EPIC shall have up to thirty 30 days following the date of receipt of such request to provide Customer Data to Customer. Notwithstanding the foregoing, EPIC shall have no responsibility to provide Customer access to Customer Data if all Fees have not been paid EPIC as of the date of Customer’s request.
3.4 Subscription Suspension. EPIC may at any time suspend Customer’s access to and use of an EPIC Product if EPIC reasonably believes that such access or use presents a threat or harm to the EPIC Product, EPIC, its Affiliates, its other customers, any Third-Party, or any Consumer. EPIC will provide notice to Customer of such suspension, including the reason for the suspension. EPIC may, in its sole discretion, lift such suspension after being reasonably assured by Customer that the threat or harm is no longer present.
4. USE RESTRICTIONS. Customer and Authorized Users will use and access EPIC Products solely for the purpose of managing and operating Customer’s business at the Authorized Customer Locations in the ordinary course. Customer (and Customer Representatives) may not:
(a) Use or access any EPIC Product or Third-Party Materials in a manner unreasonable for its intended use and/or not expressly authorized under the applicable Order Form, or any applicable provision contained in this Master Subscription Terms or any applicable Additional Product Terms or Attachment;
(b) Offer, sell, rent, lend, lease, license, pledge, transfer, distribute, provide access to or otherwise make available to any unauthorized Third-Party any EPIC Product or Third-Party Materials or any information relating thereto;
(c) Reproduce, copy, modify, translate, reverse engineer, decompile or disassemble any EPIC Product, or develop or create any derivative works of or relating to any EPIC Product or Third-Party Materials, or any underlying technology or intellectual property comprising any EPIC Product or Third-Party Materials;
(d) Violate any Law or any intellectual property rights or other rights of any Third-Party or any EPIC Affiliate in connection with any use of or access to any EPIC Product or Third-Party Materials;
(e) Attempt to gain unauthorized access to or disrupt the integrity or performance of any EPIC Product or the data contained therein;
(f) Frame or utilize framing techniques to enclose any EPIC Product (or portion thereof) without the prior written consent of EPIC;
(g) Upload, store or maintain any Malicious Code, or infringing or unlawful material, on or within an EPIC Product or any Third-Party Materials;
(h) Access or use any EPIC Product for any purpose that is competitive with EPIC or its products or services, or for purposes of developing or promoting any competing product or service;
(i) Permit access to or use of an EPIC Product by a direct competitor of EPIC;
(j) Use an EPIC Product for purposes of product evaluation, benchmarking or other comparative analysis without EPIC’s prior written consent;
(k) Publish, transfer, license, distribute or export any data from any EPIC Product (other than by using the content export function, if any, provided as part of the applicable EPIC Product), provided that in no event may Customer use such exported data other than in the ordinary course of its business (which must not include offering, licensing, selling publishing or otherwise distributing data to Third-Parties independently of Customer’s business);
(l) Scrape or data-mine an EPIC Product or any other website, URL or API of EPIC or its Affiliates (including through the use of any robot, spider or other automated device);
(m) Store, maintain or transmit Consumer Information through an EPIC Product that is not intended to be used to process or receive Consumer Information;
(n) Use an EPIC Product to harvest, collect or assemble Consumer Information regarding any of Consumers without such Consumer’s informed consent;
(o) Disclose any Credentials relating directly to any EPIC Product or any Third-Party Interfaces integrated therewith;
(p) Remove from or alter any EPIC Marks on an EPIC Product; or
(q) Make any representations or warranties regarding the functionality or performance of an EPIC Product.
5. CUSTOMER ACKNOWLEDGEMENTS.
(a) Customer may only cancel a Lien Payment Transaction or Consumer Payment Transaction (collectively, “Payment Transactions”) prior to the cutoff time, as established by EPIC and communicated to Customer from time to time, in which case EPIC will not deduct the funds.
(b) If an initial Payment Transaction is not sufficient to release the applicable lien, Customer may be able to make an additional Payment Transactions, each incurring additional Fees at the same rate as the initial Payment Transaction.
(c) Customer and the applicable Third-Party, and not EPIC, are responsible for working together to resolve any Lien Payment Transactions that are “unwound” for any reason after the completion of the Lien Payment Transaction via the EPIC Product.
(d) Customer shall provide sufficient and accurate information when initiating an Express Title. In the event an Express Title is rejected, EPIC may charge Customer a rejection fee in an amount provided in the applicable Order Form. Customer and the applicable Third-Party, and not EPIC, are responsible for working together to resolve any Express Titles disputes, for any reason, that occur after Customer’s request of the Express Title via the EPIC Product. Notwithstanding anything contained herein to the contrary, under no circumstances will EPIC be held liable for Customer misrepresentation of information when initiating an Express Title, whether such misrepresentation is intentional or otherwise.
(e) Under no circumstances will EPIC be held liable, whether by refund or damages of any kind, for use, result or otherwise of any EPIC Product.
(k) EPIC may from time to time in its discretion engage third parties as part of the EPIC Product or to perform the Services.
(f) Customer authorizes EPIC to contact Consumer in the performance of the EPIC Product and to advertise services and products to Consumer during such performance.
(g) EPIC may suspend or cancel Customer’s Subscription to the EPIC Product at any time as a result of the occurrence of Payment Transactions being returned due to insufficient funds, closed account, or any activity that EPIC deems, in its reasonable discretion, to be detrimental to the operation of EPIC, its Affiliates, its Third-Parties, its customers or any Consumer. Additionally, EPIC may charge Customer a fee for any such activity, as may be provided for within the Order Form.
(h) Customer agrees to open a Payment Account through the EPIC Product via its designated financial institution partners, and Customer agrees to accept the Payment Terms of Service and Privacy Policy respective to the Payment Account upon doing so. Any funds held in or transferred through the Payment Account are held in Customer's name and transferred at Customer's discretion. Customer must be at least eighteen (18) years old to create the Payment Account.
(i) Upon acceptance by Customer of Payment Terms of Service and Privacy Policy respective to the Payment Account, Customer thereby authorizes EPIC to collect and share its business and related personal information, including full name, date of birth, social security number, physical address, email address, financial information, and other information as necessary, with designated financial institution partners and related service providers in order to establish the Payment Account. Customer shall be responsible for the accuracy and completeness of such information. Customer understands that it will access and manage its Payment Account through the EPIC Product, with account notifications provided by the EPIC Product.
(j) Customer is hereby obligated to certify beneficial owner information at the time the Payment Account is opened and is responsible for notifying EPIC of any changes to the certified beneficial ownership information that was initially provided to EPIC. Such notice should be made as soon as practical upon a change to beneficial ownership information, in a form and manner acceptable to EPIC.
(k) Customer hereby acknowledges that a request to stop a payment that has been initiated by Customer, whether to or from their Payment Account, is not guaranteed to successfully stop the payment. Further, Customer understands that a stop payment request may result in a temporary suspension on Customer's Payment Account until the request can be reviewed and a suspension lift approved, which may require additional information and cooperation from Customer. Additionally, Customer acknowledges that EPIC will proceed to charge any and all Fees for the respective EPIC Product associated with the stop payment request, as provided in the applicable Order Form. EPIC's acceptance of a stop payment request does not constitute a representation by EPIC that the payment has not already been made, settled or that EPIC has had a reasonable opportunity to act on the request. Customer understands that if it requests a stop payment and EPIC, or its third parties or financial institution partners, incur any damages or expenses because of the stop payment, Customer agrees to indemnify such party for those damages or expenses, including attorneys’ fees. Customer assigns to EPIC all rights against the payee or any other holder of the payment. Customer agrees to cooperate with EPIC in any legal actions that EPIC may take against such persons. Customer hereby acknowledges that anyone holding the payment may be entitled to enforce payment against Customer despite the stop-payment request.
(l) Customer hereby acknowledges that this Agreement is subject to Article 4A of the Uniform Commercial Code - Funds Transfers, as adopted by the state in which the Payment Account is opened. Customer understands it may be a party to an Automated Clearing House (“ACH”) entry when using the EPIC Products, and Customer hereby agrees that EPIC may facilitate, via its financial institution partners, an entry through the ACH, and Customer hereby agrees to be bound by the National Automated Clearing House Association (“NACHA”) Operating Rules and Guidelines, the rules of any local ACH, and the rules of any other systems through which the entry is made. Customer should refer to Schedule A for additional terms that may apply.
(m) Unless otherwise agreed upon by the Parties in writing, during the term of the Order Form, EPIC shall be the sole provider of Lien Payment Transactions for Customer on vehicle liens where Customer has requested a Quoted Amount for loan payoff by EPIC, including, without limitation, the authorization, conveyance and settlement of all payment related transactions required to be made by Customer to such vehicle lienholders.
6. FEES AND PAYMENTS.
6.1 Fees
(a) In exchange for the rights granted to Customer herein, Customer will pay to EPIC the Fees in the manner provided in the applicable Order Form. Unless otherwise specified in such Order Form, all Fees are: (i) non-refundable; and (ii) payable in United States Dollars.
(b) Certain EPIC Products may require or permit payment via ACH or credit card. For such EPIC Products, Customer acknowledges and agrees that the Fees will be deducted from Customer’s bank account via ACH draft, or in some cases via Customer’s credit card, in accordance with the terms in the applicable Order Form. Customer hereby authorizes EPIC (and/or its designated Third-Party) to make such deductions.
6.2 Late Fees and Disputes. EPIC may charge interest on any payment not made when due at a rate equal to the greater of one- and one-half percent (1.5%) per month, or the maximum rate allowed under applicable Law. Customer will also be liable for all collection agency fees and reasonable attorneys’ fees payable by EPIC or its Affiliates in connection with enforcing Customer’s payment obligations. In the event of any dispute with respect to an invoice, Customer must notify EPIC in writing of, and provide a good faith basis for, such dispute within thirty (30) days of the date such amounts are due.
6.3 Taxes. EPIC shall charge Customer Taxes that it is legally obligated or allowed to charge on Fees, with such Taxes being due and payable at the time of applicable Fees. Customer may provide EPIC an exemption certificate acceptable to the relevant taxing authority, in which case, EPIC shall not collect Taxes covered by such certificate.
6.4 Adjustments
(a) EPIC reserves the right to increase Fees for an EPIC Product at any time, by providing Email Notice or In-Application Notice to Customer at least thirty (30) days in advance.
(b) Customer is responsible for paying any data integration surcharges associated with the applicable Third-Party Materials in order for Customer to utilize any integration. EPIC reserves the right to implement integration surcharge adjustments in connection with Customer’s use of Third-Party technology, software or services integrated with an EPIC Product, including Customer-utilized systems and Third-Party Materials as may be applicable. If EPIC expects to implement any such data integration surcharge adjustments, EPIC will endeavor to provide Customer with Email Notice reasonably in advance. Further, and without limiting EPIC’s rights and remedies, if Customer fails to pay timely the Subscription Fees and data integration surcharges for an EPIC Product, EPIC may suspend the integration for such EPIC Product and charge Customer an additional one-time Fee (at EPIC’s then standard rate) in order to reactivate the integration. In addition, if, at any time, Customer requests EPIC to provide integration for new systems or Third-Party Materials, EPIC may charge Customer additional one-time Fees and monthly integration surcharges.
7. PROPRIETARY RIGHTS AND LICENSES.
7.1 EPIC Products. Except for the rights expressly granted to Customer herein or in any Additional Product Terms or Attachment, Customer will not have any right, title or interest in or to any EPIC Product, Third-Party Materials or any other technology, materials or intellectual property of EPIC, its Affiliates or Third-Party Licensors, and nothing herein will effect a transfer of any intellectual property rights or any other ownership rights away from EPIC, its Affiliates or Third-Party Licensors. EPIC and its Affiliates, Third-Party Licensors and partners, as the case may be, reserve and retain all of their intellectual property rights and ownership rights, including to Third-Party Materials.
7.2 Customer Data.
(a) Customer owns all rights, title and interest in the Customer Data. Customer grants EPIC, its Affiliates, and their respective service providers hereunder the right to access, store, process and use Customer Data in connection with Customer’s use of an EPIC Product and otherwise for the benefit of Customer. As applicable to an EPIC Product, Customer may request that EPIC transmit Customer Data to a Third-Party, and, upon such request, EPIC will hereby be permitted to do so.
(b) Customer also grants EPIC, its Affiliates and service providers the right to use, and disclose in an aggregated manner (i.e. with data from other of EPIC’s customers), during and after the Subscription Term, Customer Data, for EPIC and Affiliates’ business purposes (including operating, maintaining and improving EPIC Products); provided that disclosures will not be made in a manner that identifies, or could be used to identify, Customer or otherwise associates Customer with such data.
7.3 Analytics Data. Customer acknowledges and agrees that, as between the Parties, EPIC (along with its Affiliates) owns and has the right to freely use and disclose Analytics Data for its business purposes, provided that Analytics Data may not be disclosed in a manner that identifies, or could be used to identify, Customer, or otherwise associates Customer with such data.
7.4 Customer Feedback. Customer also acknowledges and agrees that any Feedback from Customer (including any Customer Representatives) is submitted without any restrictions or expectations of confidentiality. As such, Customer (on behalf of itself and its Customer Representatives) hereby permits EPIC to use, to allow others to use, or to assign the right to use, without compensation, restriction or further obligation of any kind, any Feedback for any purpose whatsoever, including publication or the creation of any intellectual property or derivative works of or relating to any Feedback.
7.5 Marks
(a) Customer acknowledges that no rights or licenses are being granted to Customer or any Authorized User with respect to any EPIC Marks, and Customer will obtain the written consent of EPIC prior to any use or display of any EPIC Mark by Customer or any Authorized User. EPIC (and its Affiliates) will retain all intellectual property rights and all ownership rights in and to the EPIC Marks.
(b) EPIC acknowledges that no rights or licenses are being granted to EPIC or any Affiliates of EPIC with respect to any Customer Marks, except that EPIC may use Customer Marks in connection with the provision of EPIC Products, related services to Customer and display or use Customer Marks in EPIC materials and websites for marketing and related purposes. EPIC otherwise will obtain the written consent of Customer prior to any use or display of any Customer Mark by EPIC or any EPIC Affiliate. Customer will retain all intellectual property rights and all ownership rights in and to the Customer Marks.
8. CONFIDENTIAL INFORMATION
8.1 Confidentiality Obligations. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the services set forth in the applicable Order Form, and (except as otherwise authorized by the Disclosing Party in writing) disclose Confidential Information of the Disclosing Party only to its Personnel who need to know such information for purposes of fulfilling such Party’s obligations or exercising such Party’s rights relating to the services set forth in the applicable Order Form. The Receiving Party will keep the Confidential Information of the Disclosing Party confidential and secure, and protect it from unauthorized use or disclosure, by using at least the same degree of care as the Receiving Party employs to protect its own Confidential Information, but in no event less than reasonable care.
8.2 Compelled Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Disclosing Party in a manner not otherwise permitted by these Master Subscription Terms, the Receiving Party will inform the Disclosing Party of the request with a prompt Legal Notice so that the Disclosing Party may seek a protective order or other appropriate remedy. If a protective order or similar order is not obtained by the date by which the Receiving Party must comply with the request, the Receiving Party may furnish that portion of the Confidential Information that it reasonably determines it is legally required to furnish. The Receiving Party will exercise reasonable efforts to obtain assurances that confidential treatment will be afforded to the Confidential Information so disclosed. This section will survive any termination of these Master Subscription Terms.
8.3 Injunctive Relief. Each Receiving Party acknowledges and agrees that the wrongful disclosure of any Confidential Information of the Disclosing Party may cause irreparable injury to such Party and its applicable Affiliates, and that remedies other than injunctive relief may be insufficient. Accordingly, the Disclosing Party will have the right to seek equitable and other injunctive relief to prevent any wrongful disclosure of any of its Confidential Information, as well as such damages and other relief to which such Party or its Affiliates may be entitled.
8.4 No Implied Rights. Each Party’s Confidential Information will remain the property of that Party. Nothing contained in this section will be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party any implied rights or license to the Confidential Information of the other Party
8.5 Consumer Information. Access to, use of, and protection of Consumer Information by EPIC or any EPIC Affiliate is governed by this Master Subscription Terms.
8.6 NOTICE TO NORTH CAROLINA CUSTOMERS. FOR ALL PRODUCTS THAT REASONABLY PERTAIN TO CONSUMER INFORMATION: THE ORDER FORM, THESE MASTER SUBSCRIPTION TERMS, ANY ADDITIONAL PRODUCT TERMS AND APPLICABLE ATTACHMENTS RELATE TO THE TRANSFER AND ACCESSING OF CONFIDENTIAL INFORMATION AND CONSUMER-RELATED DATA.
9. REPRESENTATIONS AND WARRANTIES.
9.1 By EPIC. EPIC represents and warrants to Customer that:
(a) EPIC will comply at all times with all applicable Privacy Laws in connection with its making available any EPIC Product;
(b) EPIC is the owner and/or the licensee of all intellectual property rights in and to all EPIC Products, and has all necessary rights and licenses to fulfill its obligations and grant all rights granted to Customer herein;
(c) EPIC has all necessary rights and licenses to make the Third-Party Materials available to Customer, subject to the terms and conditions herein;
(d) EPIC will use commercially reasonable efforts to avoid introducing any Malicious Code into the EPIC Products; and
(e) EPIC will preserve and safeguard Customer Data as described herein.
9.3 By Customer. Customer represents and warrants to EPIC that:
(a) Customer will comply at all times with all applicable Laws in connection with the use of and access to an EPIC Product and related Consumer Information, including all applicable Privacy Laws and Laws relating to unfair competition, deceptive trade practices, advertising, and Consumer protection, to include, without limitation, 18 U.S.C. §2721 (Federal Driver's Privacy Protection Act), 23 U.S.C. §401 (National Driver Register Act), 5 U.S.C. §552a (Privacy Act of 1974), 18 U.S.C. §I 001 (Computer Fraud and Abuse Act of 1986), 15 U.S.C. §1681 (Fair Credit Reporting Act), 15 U.S.C. §§ 6801-6809 (Gramm-Leach-Bliley Act) and any applicable state provisions and statutes that may apply (and upon the request of EPIC, Customer will provide EPIC with evidence of such compliance);
(b) Customer is aware of the processes and rules required to maintain NIST 800-63A Digital Identity Guidelines section IAL2 (Level 2) Identity Assurance compliance for e-signatures and Customer has implemented solution(s) that adhere to requirements outlined to be compliant with NIST 800-63A Digital Identity Guidelines section IAL2 (Level 2) Identity Assurance and Customer will furnish documentation to demonstrate compliance with NIST 800-63A Digital Identity Guidelines upon request by EPIC.
(c) Customer’s entering into the applicable Order Form does not conflict with or violate any other agreement Customer may have with any Third-Party;
(d) Customer will make commercially reasonable efforts to ensure that any and all Customer Data provided hereunder will be kept true, accurate and complete, in all material respects, throughout the Term, and will inform EPIC of any inaccuracies promptly after Customer discovers them;
(e) With respect to Customer Data and Customer Resources, Customer has and will maintain all rights and licenses necessary to provide and make available to EPIC and its Affiliates for purposes of the applicable Order Form, and use in connection with an EPIC Product, and for EPIC and its Affiliates for purposes of this Agreement, including to access, store and use Customer Data and Customer Resources in accordance with the terms herein; such use will not infringe or violate any rights of any Third-Party;
(f) For any integrations between an EPIC Product and Customer-utilized systems, including a DMS or LMS, Customer has all rights and licenses necessary to grant EPIC and its Affiliates access to such systems and the applicable data stored thereon, and any access, polling, copying, extraction and downloading of, modifying and exporting such data by EPIC and its Affiliates in accordance with the applicable Order Form does not and will not infringe or violate any rights of any Third-Party;
(g) Customer will use commercially reasonable efforts to prevent Malicious Code from being introduced into the EPIC Products through Customer’s and its Authorized Users’ use;
(h) Customer presently maintains, and will continue to maintain and test periodically, appropriate information security measures and data protection safeguards consistent with industry standards and all applicable Privacy Laws, to ensure reasonable security and confidentiality of Credentials for any EPIC Product or Third-Party Interfaces, including (i) to protect the security, confidentiality and integrity of such Credentials, (ii) to protect against anticipated threats or hazards to the security, confidentiality and integrity of such Credentials, and (iii) to protect against any unauthorized access to or use of such Credentials; and
(i) Customer presently maintains, and will continue to maintain, (1) Professional Liability or Errors and Omissions insurance coverage at limits consistent with industry standards and (2) compliance with all licensure and surety bond requirements in its applicable state(s) of operation. The existence of Customer’s insurance policies, or EPIC’s approval thereof, does not relieve or limit any of Customer’s obligations. Upon written request by EPIC, Customer will provide certificates of insurance coverage to EPIC. If Customer fails to perform any of its obligations in this section, EPIC may temporarily or permanently suspend access of Customer Account(s) to EPIC Products until such time as Customer meets such obligations
10. INDEMNIFICATION.
10.1 By EPIC. EPIC will indemnify and defend Customer against any damages, losses, costs and expenses (including reasonable attorneys’ fees, court costs, settlement costs and awarded amounts) incurred in connection with any Third-Party claim to the extent such claim arises from an allegation that the use of an EPIC Product in accordance with the applicable Order Form (including these Master Subscription Terms and any Additional Product Terms or Attachments) infringes or misappropriates such Third-Party’s intellectual property rights.
10.2 By Customer. Customer will indemnify and defend EPIC and its Affiliates against any damages, losses, costs and expenses (including reasonable attorneys’ fees, court costs, settlement costs and awarded amounts) incurred in connection with any Third-Party claim to the extent that such claim arises from (a) any use of or access to any EPIC Product or Third-Party Material by or on behalf of Customer (subject to EPIC’s indemnification obligations herein), (b) any use of or access to any Customer Data or Consumer Information by EPIC and its Affiliates in accordance with the applicable Order Form (including these Master Subscription Terms and any Attachments), (c) any breach by Customer or any Customer Representative of any representations or warranties, (d) EPIC’s provision of an integration or otherwise transmitting any data to a Third-Party as authorized by Customer, including with respect to data security and use of data, (e) any claim by a consumer or vehicle owner, whether such consumer is a direct customer of Customer or otherwise, (f) any claim by a state or governmental agency, or (f) any claim with respect to suspected fraud, willful misconduct or gross negligence of Customer.
11. LIMITATIONS OF LIABILITY AND DISCLAIMERS.
11.1 LIABILITY LIMITATIONS. EPIC (INCLUDING ITS AFFILIATES, PARTNERS, CONTRACTORS, SERVICE PROVIDERS, REPRESENTATIVES,ADVISORS, AND ITS THIRD-PARTIES, INCLUDING ALL THIRD-PARTY LICENSORS) WILL NOTBE LIABLE TO CUSTOMER (INCLUDING ITS AFFILIATES, PARTNERS, CONTRACTORS, SERVICE PROVIDERS, REPRESENTATIVES, ADVISORS, AND ITS THIRD-PARTIES) FOR ANY INDIRECT,SPECIAL, EXEMPLARY, INCIDENTAL, MULTIPLE, CONSEQUENTIAL OR PUNITIVE DAMAGES(INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE MASTER SUBSCRIPTION TERMS AND THE USE BY CUSTOMER OF ANY EPIC PRODUCT, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, IN NO EVENT WILL EPIC’S AGGREGATE LIABILITY ARISING OUTOF, IN CONNECTION WITH, OR OTHERWISE RELATED TO THESE MASTER SUBSCRIPTION TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING MATERIAL BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED: (i)ONE-THOUSAND USD ($1,000); OR (ii) THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THESE MASTER SUBSCRIPTION TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS. FOR CLARITY,ALL LIABILITY LIMITATIONS SET FORTH HEREIN APPLY ON A PER CLAIM BASIS, WHETHER ARISING FROM A SINGLE OCCURRENCE, MULTIPLE OCCURRENCES, RELATED EVENTS, OR UNRELATED EVENTS, AND NO CLAIMS, ACTIONS, THEORIES OF LIABILITY, OR PROCEEDINGS MAY BE AGGREGATED, COMBINED, OR OTHERWISE TREATED AS A SINGLE CLAIM FOR PURPOSES OF APPLYING ANY LIABILITY CAP OR LIMITATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF ANY DATA BREACH, SECURITY INCIDENT, SYSTEM COMPROMISE, UNAUTHORIZED ACCESS, OR DATA EXPOSURE IS CAUSED BY OR CONTRIBUTED TO BY CUSTOMER, ITS SYSTEMS, ITS AUTHORIZED USERS, ITS END-USERS, CUSTOMER REPRESENTATIVES, OR OTHERWISE, THEN CUSTOMER’S LIABILITY FOR SUCH EVENT SHALL BE UNCAPPED AN DEPIC’S LIABILITY LIMITATIONS SHALL NOT APPLY, AND CUSTOMER SHALL BE FULLY RESPONSIBLE FOR ALL RESULTING COSTS,DAMAGES, FINES, PENALTIES, REGULATORY ASSESSMENTS, RESPONSE COSTS, FORENSIC EXPENSES, REMEDIATION COSTS, NOTIFICATION COSTS, AND ANY OTHER LOSSES ARISING OUT OF OR RELATING TO SUCH EVENT. FOR AVOIDANCE OF DOUBT, THE UNCAPPED LIABILITY APPLICABLE TO CUSTOMER FOR ANY DATA BREACH, SECURITY INCIDENT, SYSTEM COMPROMISE, UNAUTHORIZED ACCESS, OR DATA EXPOSURE IS IN ADDITION TO, AND NOT A LIMITATION OF, CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. ANY CLAIM, DEMAND, ACTION, OR PROCEEDING BROUGHT BY CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CLAIM IS PERMANENTLY BARRED. CUSTOMER ACKNOWLEDGES THAT THE PARTIES ARE SOPHISTICATED COMMERCIAL ENTITIES AND AGREE THAT THIS SHORTENED LIMITATIONS PERIOD IS REASONABLE AND FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
11.2 DISCLAIMERS. CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY AND CONTENT OF ANY CUSTOMER DATA. THE EPIC PRODUCTS ARE INTENDED ONLY TO FACILITATE THE OPERATION OF CERTAIN ASPECTS OF CUSTOMER’S BUSINESS AT THE AUTHORIZED CUSTOMER LOCATION(S). EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED HEREIN, EPIC’S SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND NEITHER EPIC NOR ANY OF ITS AFFILIATES (NOR ANY THIRD-PARTY LICENSORS) MAKE ANY REPRESENTATION OR WARRANTY TO CUSTOMER OR ANY OTHER PERSON WITH RESPECT TO ANY EPIC PRODUCT (OR ANY THIRD-PARTY MATERIALS OR THIRD-PARTY INTERFACES), EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF SUITABILITY, LEGALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE, ACCURACY, NON-INFRINGEMENT OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY TYPE OR NATURE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EPIC MAKES NO REPRESENTATION, WARRANTY OR COMMITMENT: (A) THAT THE EPIC PRODUCTS WILL OPERATE ERROR-FREE, WITHOUT INTERRUPTION OR IN ACCORDANCE WITH ANY SPECIFICATIONS; (B) THAT THE EPIC PRODUCTS ARE SUITABLE FOR ANY SPECIFIC PURPOSE, INCLUDING ANY ADVICE REGARDING THE VALUE, COSTS, PROFIT, QUALITY OR SUITABILITY OF ANY PARTICULAR TRANSACTION, SALES STRATEGY OR OTHER BUSINESS PRACTICE; OR (C) AS TO THE ACCURACY OF ANY CONTENT OR DATA MADE AVAILABLE TO CUSTOMER THROUGH OR IN CONNECTION WITH THE EPIC PRODUCTS. IN NO WAY DOES ANY EPIC PRODUCT OR OTHER MATERIALS OR INFORMATION PROVIDED BY EPIC OR ITS AFFILIATES (INCLUDING, AS APPLICABLE AND WITHOUT LIMITATION, ANY FORM CONTRACTS, MENUS, DISCLAIMERS, PRIVACY POLICIES, OR TERMS AND CONDITIONS) CONSTITUTE LEGAL ADVICE. EPIC IS NOT ENGAGED IN THE PRACTICE OF LAW OR IN PROVIDING LEGAL OR COMPLIANCE SERVICES. ACCORDINGLY, CUSTOMER SHOULD CONSULT WITH ITS OWN LEGAL ADVISOR FOR LEGAL ADVICE RELATING TO ANY EPIC PRODUCT.
12. ARBITRATION AND CLASS WAIVER.
12.1 Arbitration. Customer agrees to arbitrate any dispute or claim that it may have with EPIC or its Affiliates that arises out of or relates in any way to the applicable Order Form or Customer’s use of or access to any EPIC Product. Such arbitration will be final and binding. If EPIC elects in its discretion to submit to arbitration any dispute or claim that it may have against Customer, any such arbitration will be governed by the provisions of this section.
12.2 Class Waiver. Any arbitration proceeding under this section will take place on an individual basis. Class arbitrations and class or representative proceedings of any kind are not permitted and Customer expressly waives its ability to participate in a class or representative proceeding against EPIC or its Affiliates. If the arbitration clause is found inapplicable to Customer’s dispute with EPIC, this class waiver will continue to apply in litigation. Customer agrees that this class waiver is an essential element of the agreement between Customer and EPIC and that this class waiver may not be severed. In the event that this class waiver is deemed invalid or unenforceable, then the entire agreement to arbitrate in this section will be null and void.
12.3 Arbitrator Authority. Any dispute or claim subject to arbitration pursuant to this section must be submitted to binding arbitration before a single arbitrator administered by JAMS pursuant to JAMS Streamlined Rules. The arbitrator will be bound by and will strictly enforce these Master Subscription Terms and any other applicable Additional Product Terms, Attachments and/or Order Forms between Customer and EPIC, including any limitations of liability contained therein, and may not limit, expand or otherwise modify any of the provisions of the foregoing. Any arbitration will be held in Dallas County, Texas, unless otherwise agreed upon by the Parties in writing. Each Party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator will award the applicable Party any costs and fees to which it may be entitled under this Master Subscription Terms in connection with any indemnification claim. Customer agrees that its transactions with EPIC evidence transactions in interstate commerce, and that the Federal Arbitration Act therefore governs the interpretation and enforcement of this section (notwithstanding the application of Delaware Law to any underlying claims). Customer also agrees that this section survives any termination of these Mater Subscription Terms.
13. MISCELLANEOUS.
13.1 Notices. All Legal Notices required or permitted to be given by a Party must be (a) in writing and (b) either (1) sent by commercial delivery service or certified mail, return receipt requested, (2) Email Notice, with notice deemed to have been given upon receipt of the email (regardless of whether the email is opened), with such receipt confirmed by “delivery receipt” received by the sender, or (3) In-Application Notice, with such notice deemed to have been given upon receipt of the notice, with such receipt confirmed by a login session to EPIC Product by the receiver. All such notices are deemed to have been given on the sooner of the date set forth in the records of the delivery service or confirmation of receipt as described herein.
13.2 Order Form Effectiveness.
(a) Where the applicable Order Form is an online form or set of terms, such Order Form will be made effective by Customer’s acceptance of the terms through Customer’s “checkbox” submission or other similar electronic acceptance.
(b) Order Forms may be executed in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of the Parties need not appear on the same counterpart. A Party may submit an executed counterpart via scanned PDF, which will be treated as an originally-signed document.
(c) Certain Order Forms may be executed by means of electronic or digital signatures. Any such electronic or digital signature will be deemed to satisfy all requirements imposed on electronic or digital signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN), and any similar Laws relating to the validity or enforceability of electronic or digital signatures.
13.3 Governing Law and Forum. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of laws principles. Subject to the arbitration requirements of this Agreement, any litigation arising out of or relating to this Agreement shall be brought exclusively in (a) the Delaware Court of Chancery for any action seeking equitable or injunctive relief, or (b) the state or federal courts located in Delaware for all other actions. Customer irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue or forum.
13.4 Order of Precedence. In the event of any conflict in contract terms, and unless otherwise specified expressly on the Order Form, the order of precedence will be, from highest to lowest priority: (a) the terms appearing in the applicable Order Form, (b) the terms of any Additional Product Terms, (c) the terms of any Attachment, and (d) these Master Subscription Terms. Contract terms will not be interpreted strictly against a Party by virtue of such Party’s role in preparing or drafting them.
13.5 Amendments and Modifications. Any amendments or modifications of these Master Subscription Terms, any Attachments, or the applicable Order Forms will only be effective if in writing and signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth herein no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Master Subscription Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Notwithstanding the foregoing, Customer acknowledges and agrees that EPIC has the right, in EPIC’s sole discretion, to modify these Master Subscription Terms from time to time, to improve the integrity, quality, security, functionality or other aspects of the Services or Products. Customer will be notified of modifications through direct email communication or In-Application Notice from us if we reasonably believe that such changes may result in a material reduction in quality or functionality of the Services or Products. Customer is responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the Services or Products after the effective date of the modifications will be deemed acceptance of the modified Master Subscription Terms.
13.6 Force Majeure. Neither Party will be liable for any failure or delay in performing any obligation (except the requirement to pay Fees) to the extent such failure or delay is attributable to causes beyond its reasonable control. Such causes include natural catastrophes, strikes or labor difficulties, denial of service attacks, internet or Third-Party hardware or service failures, telecommunication failures, any act of God or other condition or event outside a Party’s reasonable control, to the extent not occasioned by the fault or negligence of the delayed Party.
13.7 Entire Agreement. The Order Form, including these Master Subscription Terms, any Additional Product Terms and any Attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to such matters, whether oral or written. No terms stated in any other Customer purchase order, privacy agreement, vendor agreement or other Customer form agreement will be incorporated into or form any part of the applicable Order Form unless such document is signed by an officer of EPIC and explicitly references such Order Form and states that it is intended to modify such Order Form. Notwithstanding anything herein to the contrary, to the extent there is any conflict between this agreement and other agreements Customer currently has, has had in the past, or may have in the future with EPIC or its Affiliates regarding products or services outside the scope of the Order Form, those other agreements will continue to control with respect to such products and services.
13.8 Severability. The failure of either Party to enforce any provision of these Master Subscription Terms will not be deemed a waiver of such provision or of the right of such Party thereafter to enforce such provision. If any provision is deemed invalid or prohibited by Law, such provision will, if possible, be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable Law. In any event, the remainder of the provisions will remain in full force and effect.
13.9 Headings. The headings used in these Master Subscription Terms are used for convenience only and are not to be considered in construing or interpreting provisions herein.
13.10 Remedies. Except as otherwise expressly provided in the applicable Order Form (including these Master Subscription Terms, any Additional Product Terms and any Attachments), all remedies provided herein are cumulative and in addition to and not in lieu of any other remedies available to a Party in connection with such Order Form, or at law or in equity.
13.11 Survival. Sections 1 (Definitions), 3 (Cancellation), 4 (Use Restrictions), 5 (Customer Acknowledgments), 6 (Fees and Payments, but solely until all outstanding Fees not reasonably in dispute have been paid); 7 (Proprietary Rights and Licenses), 8 (Confidential Information), 9 (Representations and Warranties), 10 (Indemnification), 11 (Limitations of Liability and Disclaimers), 12 (Arbitration and Class Waiver), 13 (Miscellaneous), and any other provisions above that expressly state that they survive termination will survive the termination of this Agreement. In addition, any provisions above that should reasonably survive termination in accordance with their respective terms will also so survive, as will any outstanding payment or tax obligation hereunder, and any cause of action or claim of either Party, whether in Law or in equity.
13.12 Assignment. Customer may not assign the applicable Order Form or any rights or obligations under such Order Form, whether by operation of Law or otherwise, without the prior written consent of EPIC, which may be withheld in its sole discretion. EPIC may assign the applicable Order Form, together with all of Customer’s applicable subscription agreements, additional terms and conditions, amendments, addendums and the like, upon Email Notice to Customer.
Schedule A: Fund Transfer Origination
EPIC Auto, Inc. is a financial technology company, not a bank. All banking and payment-related services are provided by partner financial institutions (“Partners”), Members FDIC. Subject to the approval of EPIC, together with approval of its Partners, EPIC will provide bank account and payment origination services via its Partners solely for the purposes in the applicable Order Form (“Origination Services”) and in accordance with the terms set forth in this Schedule A. Customer shall comply in all respects with the terms set forth herein and as set forth in the Agreement. Pursuant to this Schedule A, Customer may submit funds transfer requests, Entries (as that term is defined in the NACHA Rules or the Rules of any other payment network used to process the entry or request, as applicable), and Payment Orders (as defined in Article 4A of the Uniform Commercial Code) (“Requests”) to EPIC for processing in accordance with this Schedule A and the Agreement. The term Request shall also include any information provided by Customer which EPIC uses to create any Entry, payment order, File, or similar item as applicable.
Provision of Origination Services. EPIC shall process and settle, in accordance with the provisions of this Agreement, Entries and other Requests authorized and provided to EPIC by Customer. Requests must be submitted to EPIC by Customer for processing and Settlement in accordance with this Agreement and procedures governing Originators (as defined by the Rules applicable to a transfer), as well as any Settlement and cut-off times. In conveying Entries and other Requests and Communications to EPIC, Customer is acting as an Originator. Requests may be submitted by Customer pursuant to this Agreement only by an Authorized User; provided, however, EPIC is under no obligation to process a Request if it believes such Request is not authorized pursuant to Applicable Law, Rules or otherwise creates a reputational, operational, safety and soundness, or compliance risk to EPIC. Customer may only submit Entries that are within the Standard Entry Class Codes (as defined by the NACHA Rules) that are approved by EPIC.
Transmittal of Requests. All Requests must be provided to EPIC using the EPIC’s Products, as that term is defined in the Agreement, or, with the written approval of EPIC, by using the Platform provided by an EPIC approved third-party service provider through which Customer’s Payment Account is made available. Customer shall (i) submit Requests to EPIC in compliance with EPIC’s instructions, policies and procedures, the Rules, and Applicable Law; (ii) not submit to EPIC on any day Requests in a total dollar amount that exceeds the limits on Customer’s Payment Account or any feature of the Service (“Limit”) (if any); (iii) prior to such Request submission, ensure that each such Request is properly authorized as required by the Rules and Applicable Law and are otherwise formatted and comply with any other requirements set out in the Rules; and (iv) Customer agrees to promptly and regularly (throughout the day) review and reconcile all Requests, transactions or other communications submitted and received by EPIC and confirm the accuracy of such review and reconciliation for each Request, transaction or communication submitted and received by EPIC. Customer shall retain all liabilities of an Originator or Receiver (as defined in the Rules) as set forth in the Rules. With respect to each and every Request submitted to EPIC by Customer, Customer agrees that it will perform its obligations under the Agreement and this Schedule A in accordance with all Applicable Laws, including the sanctions laws administered by OFAC. Customer acknowledges that it is Customer’s sole responsibility to obtain information regarding the sanctions laws administered by OFAC. This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC. Customer agrees to retain data on file adequate to permit remaking of Requests for not fewer than thirty (30) business days following the date of transmission of the Request to EPIC, and to provide such data to EPIC upon request. Customer agrees that the dollar amount of any Request submitted to Customer will not exceed, by itself or in the aggregate, any transaction or Limits applicable to an Account to be debited or credited in connection with a Request, or other limits set by EPIC from time to time.
Security Procedures. Customer will follow all Security Procedures, as that term is defined in the Agreement, in connection with its use of the Origination Service. In addition to the foregoing, for the purpose of this Schedule A, the Security Procedures used to access accounts and to use the Origination Services may include additional authentication tools or methods offered or required by EPIC or EPIC’s approved third-party service provider from time to time. If Customer chooses not to implement supplemental authentication tools, Customer’s access to some or all Origination Services may be limited, suspended, or revoked.
Transaction Limits. Customer will not submit individual or total monthly Requests in excess of the maximum limits established by EPIC and reflected in any supporting documents or otherwise provided by EPIC, as amended from time to time. The parameters and variations of the limits shall be set at EPIC’s discretion, including but not limited to limits based on dollar amounts and/or Entry Standard Entry Class Code types. Customer will not divide a transaction into more than one Request in order to avoid these limitations. EPIC may adjust these limitations from time to time by providing notice to Customer. EPIC’s processing of Requests in an amount greater than the established limit(s) shall not be deemed a waiver of this provision; EPIC may cease processing Requests in a greater amount at any time without prior notice. In addition, all transfers to and from a Payment Account will be subject to the terms, conditions, and limits applicable to the Payment Account as set forth in the Agreement and related deposit agreement governing the Payment Account. If Customer exceeds these limits, EPIC may impose a fee, close or convert Customer’s Account to a different type of account, limit Customer’s use of the Origination Services, or any combination of the foregoing. In addition, there may be other transfer limits addressed and provided to Customer by EPIC.
Transfers. Customer may use the Origination Services to initiate funds transfers from Customer’s designated and eligible Payment Account through the EPIC Products to third parties. However, if the processing date of any such Request is not on a Business Day, then the Request will be processed or initiated on the next Business Day or the prior Business Day. To the extent Requests are processed as ACH Entries, EPIC will be using the Entry codes appropriate for Customer’s Payment Account’s classification (e.g., CCD, CTX or PPD Standard Entry Class Codes for business accounts).
Cut-Off Times. Same-day Requests must be received by the cut-off time that may be imposed by EPIC from time to time. Customer may contact EPIC, or its EPIC approved third-party service provider, for the most current information about EPIC’s cut-off times for Requests under this Agreement and Schedule A. A Request is considered executed when EPIC executes it. If a Request is received after the cut-off time or on a day that is not a Business Day, EPIC may process the Request the following Business Day.
Processing, Transmittal and Settlement. Except as provided in (d) (On-Us Entries) and (g) (Rejection of Requests), EPIC shall (i) process Requests received from Customer to conform with the file specifications set forth in the Rules, (ii) transmit such Requests as an ODFI to the operator of the relevant payment network, and (iii) settle for such Requests as provided in the Rules. For purposes of this Agreement, Requests shall be deemed received by EPIC, in the case of transmittal by tape, when received by EPIC, and in the case of electronic transmission, when the transmission (and compliance with any related Security Procedures provided for herein) is completed. If such requirements are not met, EPIC shall use reasonable efforts to transmit such Requests for processing by the next deadline of the payment network operator.
On-Us Entries. Except as provided in the section Rejection of Requests, in the case of a Request received for credit to a Payment Account maintained with EPIC (“On-Us Entry”), EPIC shall credit the Receiver’s account in the amount of such Request on the Effective Entry Date contained in such Request, provided the requirements are met as set forth in the section Transmittal of Requests. If either of those requirements is not met, EPIC shall use reasonable efforts to credit the Receiver’s account in the amount of such Request no later than the next Business Day following such Effective Entry Date. With respect to On-Us Entries, the term “Rules” refers to the NACHA Rules unless the context otherwise so provides or requires.
Web Entries. If EPIC authorizes Customer to use the Origination Services to originate WEB Entries, then:
- Customer will take all actions and obtain all consents and authorizations required under the NACHA Rules to allow EPIC to meet its obligations as ODFI of WEB Entries, and Customer agrees to retain the originals of such consents and authorizations for at least two (2) years after expiration, revocation, or termination thereof, or such other timeframe required by the NACHA Rules or Applicable Law;
- Customer agrees it has performed or will perform an annual audit that satisfies the NACHA Rules before initiating a WEB Entry; and
- Pursuant to the NACHA Rules, Customer will establish and implement commercially reasonable: (A) fraudulent transaction detection systems to screen debit WEB Entries; (B) methods of authentication to verify the identity of Receivers of debit WEB Entries; (C) procedures to verify that the routing number used in the debit WEB Entry is valid; and (D) security technology for communications between Customer and Receivers over the internet or wireless networks.
- Each time Customer initiates a WEB Entry, in addition to its other representations and warranties under this Agreement, Customer warrants that the WEB Entry was screened by its fraudulent transaction detection system and that Customer has used commercially reasonable methods to authenticate and verify the Receiver’s identity and to verify that the account number used in the WEB Entry is valid.
Provisional Credit. Customer acknowledges credit given to the recipient of a payment is provisional until the recipient’s bank has received final Settlement through a Federal Reserve Bank or otherwise received payment as provided under Article 4A of UCC. If final settlement is not received, the recipient will not be deemed to have been paid the amount of the Request. Furthermore, Customer agrees that any payment by EPIC for any returned credit or credit reversal is provisional until receipt by EPIC of final settlement for such return or reversal. If final settlement is not received, EPIC is entitled to a refund from Customer of the amount credited, and EPIC may charge Customer’s Account for the amount credited. EPIC may refuse to permit the use of any amount credited for a credit reversal if EPIC believes that there may not be sufficient funds in Customer’s account to cover chargeback or return of such reversal.
Rejection of Requests. EPIC may reject any Request that (i) does not comply with the terms of the Agreement, Applicable Law, Rules, requirements of the section Transmittal of Requests, or (ii) that contains an effective Entry Date more than two (2) Business Days after the Business Day such Request is received by EPIC. EPIC may reject an On-Us Entry for any reason for which a Request may be returned under the Rules. EPIC may reject any Request if Customer does not adhere to its Security Procedures. EPIC reserves the right to refuse to pay any third party to whom Customer may direct a transfer Request. EPIC will notify Customer if EPIC decides to refuse to pay a third party designated by Customer. EPIC shall notify Customer by (email or electronic transmission) of such rejection no later than two (2) Business Days from the date such Request would otherwise have been transmitted by EPIC to the network operator or, in the case of an On-Us Entry, its Effective Entry Date. Notices of rejection shall be effective when given. EPIC shall have no liability to Customer by reason of the rejection of any such Request or the fact that such notices are not given at an earlier time than that provided for herein. In the event that any Requests are rejected by any payment network or network operator for any reason, it shall be the responsibility of Customer to remake such Requests. Should a File be rejected due to an error caused by EPIC, EPIC shall be responsible for remaking the File. In such a case, Customer will supply sufficient information to allow EPIC to recreate the Entries for up to five (5) Business Days after midnight of the Settlement Date. EPIC shall be excused from failing to transmit or delay in transmitting a Request if such transmittal would result in EPIC exceeding any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority.
Stop Payment Requests. Customer can use the Origination Services to ask EPIC to stop payment on Customer’s Payment Accounts. Customer may ask EPIC to stop payment on other Requests Customer made using the Origination Services, solely as otherwise permitted by the Agreement and this Schedule A. Customer acknowledge and agree that any stop payment Request Customer makes must be requested in a manner provided by the Account agreement or such other procedures EPIC provides from time to time. EPIC may charge Customer a separate fee for each stop payment request Customer makes, as set forth in any Fee Schedule or Account agreement.
Request Cancellation. Customer shall have no right to cancel or amend any Request after its receipt by EPIC. However, Customer can request EPIC to cancel a Request if the Request is displayed as still “pending” and a cancellation option is available in the EPIC Product. If a Customer request for cancellation complies with the procedures for canceling a Request, EPIC shall use reasonable efforts to act upon such a request by Customer prior to transmitting the Request to the network operator, or in the case of an On-Us Entry, prior to crediting or debiting an account, but shall have no liability if such cancellation is not affected. Customer shall reimburse EPIC for any expenses, losses or damages EPIC may incur in effecting or attempting to affect Customer’s request for the cancellation of a Request.
Error Detection. EPIC has no obligation to discover and shall not be liable to Customer for errors made by Customer, including errors made in identifying the Receiver, or an Intermediary or RDFI, or for errors in the amount of a Request or for errors in Settlement Dates. EPIC shall likewise have no duty to discover and shall not be liable for duplicate Requests issued by Customer. Notwithstanding the foregoing, if Customer discovers that any Request it has initiated was in error, it shall notify EPIC of such error. In the event that Customer makes an error or issues a duplicate Request, Customer shall reimburse EPIC for any loss, damages, or expenses, incurred by EPIC as a result of the error or issuance of duplicate Entries. EPIC will use reasonable efforts, subject to and consistent with the Rules, to effect a reversal of an erroneous Request. Customer will notify the Receiver by an appropriate method of communication that a reversing Request has been transmitted to the Receiver’s account, no later than the Settlement Date of the reversal Request. Customer agrees to hold EPIC harmless from any and all claims, demands, liabilities, costs, and expenses incurred by EPIC as a direct or indirect result of any action EPIC takes to correct or reverse a Request that Customer or EPIC identifies as erroneous.
Notice of Returned Requests. EPIC shall notify Customer by email or online notification of the receipt of a returned or changed Request no later than one (1) Business Day after the Business Day of such receipt. Except for a Request retransmitted by Customer in accordance with the requirements of the section Transmittal of Entries, EPIC shall have no obligation to retransmit a returned Request to the network operator if EPIC complied with the terms of this Agreement with respect to the original Request. Upon receipt of a return of a Request to debit an account, with a return reason code related to unauthorized, disputed or revoked transaction (or any other similar terms), Customer will cease transmission of said transactions until a new authorization has been signed by the relevant consumer or Receiver or until corrections have been made or an authorization has been obtained.
Notifications of Change. EPIC shall notify Customer of all Notification of Change (“NOC”) Entries and similar requests to change a Request received by EPIC relating to Requests transmitted by Customer by electronic transmission no later than one (1) Business Day after receipt thereof. It is the responsibility of Customer to make the requested changes within six (6) Business Days or prior to the initiation of the next live entry, whichever is later with the following exceptions: (a) the Originator may choose, at its discretion, to make the changes specified in any NOC or corrected NOC relating to ARC, BOC, POP, RCK, XCK and single entry TEL or WEB, (b) in the case of CIE and credit WEB entries, the ODFI or EPIC approved third-party service provider is responsible for making the changes and (c) for an NOC in response to a Pre-notification Entry, the Originator must make the changes prior to originating a subsequent entry if the ODFI receives the NOC by opening of business on the second Business Day following the Settlement Date of the Pre-notification Entry.
Reversing Entries or Files. Except for the reasons explicitly permitted under the NACHA Rules, the initiation of reversing Entries or files because an Originator or Third-Party Sender failed to provide funding for the original Entry or file and/or the initiation of reversing an Entry or file is beyond the time period permitted by the NACHA Rules are explicitly prohibited by NACHA Rules.
Electronic Debits. Provisions may be made for Payment Accounts to be maintained for posting of any returned debit Requests received, as stated elsewhere within this Agreement and the Rules. Customer will promptly provide immediately available funds to reimburse EPIC if any such Requests are rejected after EPIC has permitted Customer to withdraw immediately available funds, should funds not be available in Customer’s Payment Account to cover the amount of the rejected or returned Requests.
Payment for Credit Requests and Returned Debit Requests. Notwithstanding anything to the contrary, Customer agrees to pay EPIC for all credit Requests submitted to EPIC by Customer, and credit Requests otherwise made effective against Customer or a Customer Payment Account. Customer shall make payment no later than the date of transmittal by EPIC of such Requests or any other date EPIC, in its discretion, may determine (“Payment Date”), and the amount of each On-Us Entry at such time on the Effective Entry Date of such credit Request as EPIC, in its discretion, may determine. Customer shall pay EPIC for the amount of each debit Request returned by an RDFI or any dishonored Request. Payment shall be made by Customer to EPIC in any manner specified by EPIC. Notwithstanding the foregoing, EPIC is hereby authorized to charge the Payment Account(s) held by EPIC for Customer or any other Customer designated account as payment for credit Entries issued by Customer or returned or dishonored debit Entries. In the event that such accounts do not have sufficient available funds on the Payment Date, EPIC is hereby authorized to charge any account maintained by Customer with EPIC as payment for credit Requests issued by Customer or returned or dishonored debit Requests. Customer shall maintain sufficient collected funds in Customer’s Payment Account(s) to settle for the credit Requests on the Payment Date. In the event that no Customer account has collected funds sufficient on the Payment Date to cover the total amount of all Requests to be paid on such Payment Date, EPIC may take any of the following actions: (i) refuse to process all Requests, in which event EPIC shall inform Customer that EPIC suspended processing of the Requests, whereupon EPIC shall have no liability to Customer or any third-party as a result thereof, or (ii) process all credit Requests. In the event EPIC elects to process credit Requests initiated by Customer, the total amount of the insufficiency advanced by EPIC on behalf of Customer shall be immediately due and payable by Customer to EPIC without any further demand from EPIC. If EPIC elects to pay Customer’s account in the overdraft on any one or more occasions, it shall not be considered a waiver of EPIC’s rights to refuse to do so at any other time nor shall it be an agreement by EPIC to pay other items in the overdraft.
Prefunding. EPIC may require Customer to establish one or more Payment Accounts that will be used to settle Requests (each a “Settlement Account”). Customer must maintain in the Settlement Account, as of the applicable effective date of the Request (the “Entry Effective Date”) and Settlement Date for each transaction, collected funds sufficient to cover all credit Requests originated by Customer or otherwise submitted by or on behalf of Customer to EPIC for processing. EPIC may place a hold on funds in a Settlement Account in the amount of any credit Request, pending settlement thereof, and in that event, such funds will be otherwise unavailable for use or for transfer to any other account. Customer further authorizes EPIC, without prior notice or demand, to debit the Settlement Accounts at the opening of business on the applicable Settlement Date in the amount of each credit Request. Customer agrees to immediately provide sufficient available funds to reimburse and indemnify EPIC if any debit Request is rejected after any funds have been withdrawn, which were made available as a result of a debit Request or if any adjustment relating to any debit Request is received by EPIC. EPIC reserves the right to require Customer to pre-fund a Settlement Account maintained at EPIC prior to the Settlement Date of the ACH file. EPIC shall determine whether pre-funding is required based on criteria established from time to time by EPIC. EPIC will communicate directly to Customer if pre-funding is required and, if requested by Customer, will provide Customer with an explanation of its pre-funding criteria. If it is determined that pre-funding is required, Customer will provide immediately available and collected funds sufficient to pay all Requests initiated by Customer (a) not later than 8:00 a.m. EST three (3) Business Days before each Settlement Date, and (b) prior to initiating any Requests for which pre-funding is required.
Inconsistency of Name and Account Number. Customer acknowledges and agrees that, if a Request describes a Receiver, beneficiary, or other party to a transaction inconsistently by name and account number, payment of the Request transmitted by EPIC to the RDFI may be made by the RDFI (or by EPIC in the case of an On-Us Entry) on the basis of the account number supplied and/or approved by Customer, even if it identifies a person different from the named Receiver, beneficiary or party, and that Customer’s obligation to pay the amount of the Request to EPIC is not excused in such circumstances. Customer is liable for and must settle with EPIC for any Request initiated by Customer that identifies the Receiver, beneficiary or party by account or identifying number or by name and account or identifying number.
Data Retention. Customer shall retain data on file adequate to permit remaking ofRequests for ten (10) days following the date of their transmittal by EPIC as provided herein and shall provide such data to EPIC upon its request. Without limiting the generality of the foregoing provisions, Customer specifically agrees to be bound by and comply with all applicable provisions of Rules and Applicable Law regarding the retention of documents or any record, including, without limitation, Customer’s responsibilities to retain all items, source documents, and records of authorization.
Audits. This section applies to all of Customer’s Payment Account(s). At least once per year, Customer may be required to, upon request by EPIC, provide EPIC, or allow to be performed by EPIC, account and/or ACH audits performed by a qualified third party approved by EPIC in accordance with NACHA Rules. EPIC shall treat such audit reports as Customer’s Confidential Information under this Agreement. Any exceptions noted on the account and/or ACH audit reports will be promptly addressed with the development and implementation of a corrective action plan by Customer’s management. Customer’s failure to appropriately address any deficiencies shall be considered a material breach of this Agreement. Customer shall retain data on file adequate to permit remaking of Entries for three hundred and sixty-five (365) days following the date of their transmittal by EPIC as provided here and shall provide such data to EPIC upon its request.
In addition, EPIC may from time to time request information from Customer in order to evaluate a continuation of the Origination Services to be provided by EPIC under this Schedule A and the Agreement, and/or adjustment of any limits set forth in this Agreement. Customer agrees to provide the requested financial information immediately upon request by EPIC, in the form required byEPIC. Customer authorizes EPIC to investigate or reinvestigate at any time any information provided by Customer in connection with the Agreement, this Schedule A or the Services. Upon request by EPIC, Customer hereby authorizes EPIC to enter Customer’s business premises for the purpose of ensuring that Customer is in compliance with this Schedule A, and Customer specifically authorizes EPIC to perform an audit of Customer’s operational controls, risk management practices, staffing and the need for training and ongoing support, and information technology infrastructure. Customer hereby acknowledges and agrees that EPIC shall have the right (but not the obligation) to mandate specific internal controls at Customer’s location(s), and Customer shall comply with any such mandate. In addition, Customer hereby agrees to allow EPIC to review available reports of independent audits performed at Customer location related to information technology, the Origination Services and any associated or related operational processes. If Customer refuses to provide the requested financial information, if EPIC concludes, in its sole discretion, that the risk of Customer is unacceptable, if Customer violates this Agreement, the Rules or any other Applicable Law or if Customer refuses to give EPIC access to Customer’s premises, EPIC may terminate the Origination Services and other Services in the sole discretion of EPIC.
Limits. In the event a Limit may be exceeded on a Business Day, Customer and EPIC will work diligently to resolve such deficiency. EPIC may, in its sole discretion, make an exception to or change the Limit prior to the time of the Business Day on which a transaction would have otherwise had met or exceeded the original Limit.
Notice of Improper Requests. EPIC may provide Customer with access to periodic statements, upon Customer’s request, reflecting the total of each File transmitted by EPIC or credited to a Receiver’s account maintained with EPIC. Customer agrees to promptly and regularly review all Requests and other communication received from EPIC and to immediately notify EPIC if there are any discrepancies between its records and those provided by EPIC. If Customer fails to deliver such notice within seven (7) days, any claim of erroneous Requests is waived.
Rules. Customer agrees to comply with and be bound by the rules of any other payment network used to provide the Origination Services, as in effect from time to time (the “Rules”). To the extent transfer Requests are facilitated through the Automated Clearing House Network (“ACH”) they will be subject to the Operating Rules and Guidelines of the National Automated Clearing House Association (“NACHA Rules”), and Customer agrees to be bound by the NACHA Rules. All undefined capitalized terms used in parts of this Schedule A shall have the meanings given them in the NACHA Rules governing the transfer mechanism used by EPIC. Customer agrees that information or advice received by Customer from EPIC as to the Rules or the operation of the Rules is not legal advice and is not a substitute for Customer’s obligation independently to understand and comply with the Rules.
Customer acknowledges that the Origination Services and any Request executed by EPIC will be subject to Rules applicable to Entries, payment orders, and other Requests, including record-keeping and information transmittal requirements under federal Bank Secrecy Act and its implementing regulations, and other Applicable Laws and Rules. Customer acknowledges and agrees that EPIC may capture and transmit information regarding a Request (for example: beneficiary’s name, address, other beneficiary identifies and beneficiary’s account number) as part of the processing of a payment order. Customer agrees to assist EPIC in connection with any requirements imposed on EPIC fulfilling EPIC’s obligations in this regard. For non-consumer credit Requests, UCC 4A, as adopted by New York, applies.
Customer acknowledges receipt of a copy or has access to a copy of the NACHA Rules. A copy of the NACHA Rules is available at www.nachaoperatingrulesonline.org. Customer agrees to comply with and be bound by the NACHA Rules and all other Rules and Applicable Law governing any Request submitted to EPIC under this Agreement. In the event Customer violates any Applicable Law or Rule and a fine is imposed on EPIC because of Customer’s violation, EPIC shall pass on the fine and any associated penalties to Customer. EPIC reserves the right to suspend Customer, Originators and EPIC approved third-party service providers for breach of Applicable Law or Rules, or to terminate this Agreement or this Schedule A of the Agreement. In the event that Customer uses any other Originator or EPIC approved third-party service provider to transmit Requests, EPIC reserves the right to audit the Originator and/or EPIC approved third-party service provider compliance with this Agreement and with the Rules. EPIC will provide reporting information to NACHA regarding Customer if Customer’s return rate for unauthorized Entries exceeds the Unauthorized Entry Return Rate Threshold, the Administrative Return Rate Level or Overall Return Rate Level as required by the NACHA Rules. NACHA, in its role of ensuring the safety, security, and viability of the ACH network has determined that certain single-use or limited-use consumer authorizations have the potential to increase risk in the ACH system and compromise system effectiveness by increasing the incidence of returned Entries. Therefore, Customer hereby warrants to EPIC that for each such ACH Entry submitted for processing, Customer has obtained all authorizations from the Receiver as required by the NACHA Rules, by Regulation E or other applicable law, and this Agreement. Customer also makes the additional warranties to EPIC that EPIC makes to each RDFI and ACH Operator under the NACHA Rules for the respective SEC codes for Entries originated by Customer. CUSTOMER INDEMNIFIES AND HOLDS EPIC HARMLESS FROM ANY LIABILITY ARISING OUT OF CUSTOMER’S OR EPIC APPROVED THIRD-PARTY SERVICE PROVIDER’S BREACH OF THESE WARRANTIES.
Representations and Warranties. With respect to each and every Request originated or deemed originated by Customer, Customer represents and warrants that all requirements of the payment network have been or will be met; including the generation of pre-notification Entries before the first Request is sent, if required by the Rules. Customer represents and warrants to EPIC the accuracy of all warranties that, under the Rules, EPIC is deemed to make with respect to Requests originated by Customer, any Customer administrator, or any other authorized user of these Origination Services. Without limiting the foregoing, Customer represents and warrants that (a) each Request is accurate, timely, and all required payments are included; (b) Customer has complied with the terms of the Uniform Commercial Code Article 4A if applicable, and otherwise performed its obligations under the Agreement and this Schedule A in accordance with all Applicable Laws, and (c) each person shown as the Receiver on a Request received by EPIC from Customer has authorized the initiation of such Request and the debiting or crediting of such person’s account in the amount and on the Effective Entry Date shown on such Request, and such authorization is in full force and effect at all relevant times. Customer agrees to indemnify EPIC against any loss, cost, liability, or expense (including attorneys’ fees and expenses and IRS penalties) resulting from or arising out of any breach of any of the foregoing representations, warranties, or agreements, including any fines assessed against EPIC for any violation of Applicable Law or Rules caused by Customer. Customer further agrees to indemnify EPIC, each participating financial institution partner, NACHA, ACH Operator and any other payment network operator from all claims, demands, losses, costs, liabilities or expenses (including attorneys’ fees and expenses) resulting from any failure on Customer’s part to exercise reasonable care in the creation of or presentment of Entries, or to comply with Applicable Law or Rules.
Standard Entry Class Code Warranties and Liabilities. Without limiting anything herein, Customer makes to EPIC each of the warranties set forth in the NACHA Rules, Subsections 2.4.1 (General ODFI Warranties), 2.15.2 (Warranty of and Indemnification by Third Party Senders), 2.15.3 (Performance and Warranty of ODFI Obligations by Third Party Senders) and 2.5.17.4 (Additional ODFI Warranties for WEB Entries), and Section 5.2 (Warranties of Gateway) of the NACHA Rules. Such warranties are made by Customer with each submission of Entries to EPIC. If Customer, as a Third-Party Sender, performs any of the obligations of an ODFI under the NACHA Rules, Customer will comply with the ODFI requirements of the NACHA Rules, and warrants that it is legally able to do so. Without limiting the foregoing, Customer makes all representations and warranties set forth in the NACHA Rules related to each Entry type it submits.
Limitation of Liability. EPIC’s liability under this Schedule A shall be limited as set forth in the Agreement. Any claim, action or proceeding by Customer to enforce the terms of this Schedule A or to recover for any service-related loss must be commenced within one (1) year from the date that the event giving rise to the claim, action or proceeding first occurs. Customer agrees to cooperate with EPIC in any loss recovery efforts EPIC undertakes to reduce any loss or liability that arises in connection with Origination Services. Customer acknowledges that service Fees have been established in contemplation of: (i) these limitations on EPIC’s liability, (ii) Customer’s agreement to review statements, confirmations, and notices promptly and to notify EPIC immediately of any discrepancies or problems; and (iii) Customer’s agreement to assist EPIC in any loss recovery effort. EPIC will not be liable or responsible for the acts or omissions of any other financial institution or any third party or for any inaccuracy or omission in a notice or Request received by EPIC from Customer, another financial institution, or any other third party.
For Consumers
Consumer Account Terms
EPIC Auto, Inc. ("EPIC") is a service that helps consumers like you connect your financial and insurance accounts (collectively, “Accounts”) to share your financial and insurance information, and use other products and services involving your personal, financial and insurance data with your chosen applications and authorized services that use EPIC (collectively, “Apps”).
These EPIC Account terms (“EPIC Account Terms”) supplement and incorporate by reference the Consumer Services Agreement and together form an agreement between you and EPIC (the “Agreement”). Please review all terms in the Consumer Services Agreement, including in particular the Sections titled Rights to the Platform, Our Disclaimers, Liabilities for our Platform, Dispute Resolution, and Notices. EPIC may modify the Agreement upon notice to you, as detailed in the last paragraph of the Consumer Services Agreement, and acceptance of these modifications will be required to continue using your EPIC Account.
EPIC Account. EPIC allows you to save and manage the connections to your Accounts in an account with EPIC (“EPIC Account”). This lets you accelerate your onboarding onto and use of Apps that use EPIC, including faster account connection, data sharing, identity verification, and more, all while using Apps, as well as other products and services you use involving your financial and insurance data in those Apps.
When you connect one or more Accounts to an App using EPIC, EPIC may ask you to provide and verify your phone number, email address, or other contact information in order to create your EPIC Account and remember each of your connections within your EPIC Account. When you verify your identity with an App through EPIC, EPIC may ask whether you want to save your identity data within your EPIC Account. By creating an EPIC Account, you authorize EPIC to retain and use your Account connections and identity data in accordance with the Agreement and EPIC’s Consumer Privacy Policy.
How Your Account Works. Saving identity data and Account connections in your EPIC Account enables you to more quickly onboard onto and use your Apps’ products and services. When you return to use your data and connections with your Apps, your EPIC Account helps us accurately recognize you and complete faster identity verification and linking of Accounts for you without you having to re-enter all of your saved information for each App.
As part of enabling these faster processes for you through your EPIC Account, EPIC may: (a) share with Apps, our affiliates, and our service providers information about whether or not you have an EPIC Account, and, if you do, certain information from your EPIC Account in order for us and them to provide services to you, including: (i) the number and types of Accounts and types of connections to those Accounts in your EPIC Account, (ii) the types of identity data and documents in your EPIC Account, and (iii) the services and use cases that Apps provide to you that can be supported by the specific Accounts that are connected and identity data in your EPIC Account; (b) contact you using information that you provide or that is available in your saved identity data or Accounts that are connected, including to send security notifications to confirm activity on your EPIC Account and messages outlining steps for you to complete or troubleshoot the process of using EPIC to onboard and use your Apps; and (c) verify your data to protect against fraud, misrepresentation, unauthorized or suspicious activity, or other malicious behavior – data we receive from this verification process may be stored in your EPIC Account for use when you return to share identity data with other Apps.
For more information about EPIC’s collection, use, and sharing of personal information about you, including in connection with your EPIC Account, please review EPIC’s Consumer Privacy Policy. The Agreement and EPIC’s Consumer Privacy Policy do not cover what Apps that you use do with your information. You should review the privacy policies and terms of service for those Apps for information about their practices.
Managing and Deleting Your Account. You can manage your EPIC Account by emailing privacy@withepic.com. If you would like to delete your EPIC Account or have any questions about managing your EPIC Account or regarding your data rights, please contact privacy@withepic.com.
Your Use and Restrictions. You may only use your EPIC Account to enable faster onboarding onto and use of the Apps that use EPIC. By creating or using an EPIC Account, you expressly agree to the Agreement and that: (a) all data you provide and all Accounts you connect are your own or that you are an authorized user of those Accounts; (b) all data you provide to verify your identity is complete and accurate; and (c) you will not (i) use or access anyone else’s EPIC Account or related data, (ii) use any EPIC Account or related data for any fraudulent, illegal or misleading purpose, (iii) modify, reverse engineer or seek to gain unauthorized access to any EPIC Account or related EPIC systems, (iv) bypass or circumvent measures designed to prevent or limit access to any part of any EPIC Account or related EPIC systems, (v) copy, modify or create derivative works of any EPIC Account or related EPIC systems in any manner not authorized by EPIC, (vi) access any EPIC Account or related EPIC systems for competitive purposes or publish any benchmark or performance information, or (vii) use any EPIC Account or related EPIC systems in any manner that could damage, disable, overburden, or impair the functioning thereof or interfere with, disrupt, or negatively affect other users.
You acknowledge and understand that you are responsible for the data that you save in your EPIC Account. You will not provide any data that is: (i) defamatory, abusive, harassing, threatening, or an invasion of a right or the privacy of another person; (ii) bigoted, hateful, or racially or otherwise offensive; (iii) violent, vulgar, obscene, pornographic, or otherwise sexually explicit; (iv) trademarked or copyrighted content, or content that otherwise infringes on the intellectual property rights of another individual or company; or (v) otherwise harmful or can be reasonably expected to be harmful to any person or entity. Any unauthorized use of an EPIC Account is strictly prohibited and may result in deletion of your EPIC Account.
Wireless Device and SMS Terms. EPIC may call or send a Short Message Service (SMS) message to you in order to provide a service to you and/or to confirm your identity by way of two-factor authentication. You consent to receive phone calls and/or automated SMS messages from EPIC, and any of our telecommunication related service providers, including through the use of an automatic telephone dialing system, at the telephone number you have provided. Message and data rates may apply. As a general matter, you may receive one or more calls or messages as necessary. EPIC is not liable for delayed or undelivered calls or messages.
You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to EPIC or our service provider for the duration of your business relationship, solely to help EPIC or our service provider identify you or your wireless device and to prevent fraud. Please see our Consumer Privacy Policy to see how we treat your data.
The information your wireless carrier may disclose may include mobile number, name, address, email, network status, customer type, customer role, billing type, and mobile device identifiers (IMSI and IMEI). No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Text messaging originator opt-in data and consent information will not be shared with any third parties.
If you do not wish to receive SMS messages from EPIC or our service providers, or if you no longer want your wireless operator to share information about you with EPIC or our service providers, you agree to reply STOP to any SMS message from EPIC or sent on behalf of EPIC in order to opt out of the SMS message notifications. You may receive an additional SMS message confirming your decision to opt out. After opting out of SMS messages, you will no longer receive messages from EPIC or our service providers related to the applicable service that the opted out SMS messages were in reference to. If subsequent services are authorized by you to the developer or supplier of the app or service you are accessing the EPIC service through, or directly to EPIC, you may begin receiving additional SMS messages from EPIC related to those applicable services.
If you are experiencing issues with the SMS messages from EPIC or our service providers, you can contact support@withepic.com.
Persons under the age of 18 may not create an EPIC Account. By creating and using your EPIC Account, you represent and warrant that you are 18 years old or older. If you have reason to believe that a person under 18 years of age is using our services, please contact us at privacy@withepic.com and, upon confirmation, we will delete the relevant EPIC Account, subject to and in compliance with our requirements under applicable law.
Security. EPIC implements technical and organizational measures designed to safeguard your EPIC Account from unauthorized access, use, alteration, or disclosure and to maintain the security, confidentiality, and integrity of your data. However, we encourage you to take responsibility for securing your EPIC Account and other personal information, knowing that you provide it at your own risk. If you believe your EPIC Account has been compromised, please contact us immediately at privacy@withepic.com.
Miscellaneous. Any capitalized terms used but not defined in these EPIC Account Terms will have the meanings ascribed to them in the Consumer Services Agreement. In the event of a conflict between these EPIC Account Terms and the Consumer Services Agreement, these EPIC Account Terms will control and prevail as applicable to your use of an EPIC Account; provided that all other provisions of the Consumer Services Agreement will remain in full force and effect. By accepting the Agreement or creating, accessing, managing, or using your EPIC Account, you agree to the Agreement and certify that you have all the necessary rights to do so. If you do not agree to the Agreement, please do not create, access, manage, or use an EPIC Account. If, at any time, you no longer agree to the Agreement, you may delete your EPIC Account. EPIC, in our sole discretion, may disable or delete an EPIC Account if (a) we suspect any violation of any of the terms contained in the Agreement, (b) your EPIC Account is unused and remains inactive for an extended period of time, (c) we suspect any unauthorized use of your EPIC Account, or (d) we are legally obligated to do so. EPIC reserves the right to seek all other available remedies, in law or in equity, in connection with such any issue
Effective: January 1, 2024
Consumer Privacy Policy
Privacy and security are very important to us at EPIC Auto, Inc. ("EPIC"). This Consumer Privacy Policy (“Policy”) is meant to help you (the “Consumer”) understand how we at EPIC collect, use, and share your data when you use EPIC products or services - for example, when you use EPIC to connect and share your data from financial institutions and insurance companies (collectively “Accounts”) to power the applications and services (“Apps”) you use. These Apps, which offer many consumer services and products are built and provided by our business customers (we’ll call them “Developers” here), and powered by EPIC.
This Policy applies to EPIC Auto, Inc. (collectively, “EPIC,” “we,” “our,” and “us”). (Please see the “Contacting EPIC” section below for which of these entities is responsible for processing your data.)
You should read this Policy carefully, as it contains important information about your privacy rights and choices.
First, Some Background
A quick note about EPIC
Our mission at EPIC is to power experiences that delivered enhanced outcomes between multiple parties. By delivering access to high-quality, usable information that we’ve translated and standardized, we enable Developers of consumer Apps and services to focus on building experiences that benefit you.
About this Policy
Our goal with this Policy is to provide a simple and straightforward explanation of what data EPIC collects from and about you and how we use and share that information. We value transparency and want to provide you with a clear and concise description of how we treat your data.
This Policy does not cover what Developers of the Apps you use do with your data. You should review the privacy policies or terms of service for those Apps for information about their practices. This Policy also does not cover data we collect through our websites or when you interact with EPIC outside of using our product or services, such as emailing EPIC directly. Please see our Privacy Statement and Cookie Policy for more information.
EPIC’s services are not directed to individuals under 18 and we do not knowingly collect data relating to children.
Our Data Practices
EPIC is committed to providing Consumers with meaningful control over their data. This section describes EPIC’s data practices relating to our processing of data about you. We also provide summaries of our practices organized by category of data collected at the end of this Policy in the Summaries of Processing Activities section.
Data We Collect and Categories of Sources
As explained in greater detail below, the data we collect, use, and share depends on the EPIC products and services that you, and or the App you have connected to, use. Depending on which of EPIC’s products or services you or the Developer you are connecting to use, EPIC may collect the following:
- Data you provide to us;
- Data from financial institutions when you connect your financial account;
- Data from insurance companies when you connect your insurance account;
- Data from the electronic device you use to connect your financial or insurance account through EPIC or to otherwise interact with EPIC;
- Data from phone calls made to financial institutions and insurance companies
- Data from the Developer of the App you have connected to;
- Data from our affiliates to provide support to you or to provide you with a better user experience; and/or
- Data from other sources, including service providers and identity verification and fraud prevention services.
Data you provide to us. When you use EPIC’s products or services (like when you use EPIC to connect your Accounts to an app) we collect data from you, to include, but not limited to, the following data as needed to power your particular App or service:
- identifiers like name, email address, date of birth, social security number, and phone number;
- login data when required by the provider of your Account, like your username and password, account and routing number, or a security token;
- any additional information needed to connect your accounts, including security questions and answers, and one-time password (OTP); and/or
- information from documents or statements that you provide to EPIC, like loan information, proof of insurance or driver’s license.
When you provide login data and additional information needed to connect your Accounts, you also give EPIC permission and authority to act on your behalf to access and transmit data to and from your financial institution and/or insurance company.
Data we collect from financial institutions and insurance companies about and from your Accounts. Depending on which EPIC products or services you, or the Developer of your App use, as well as what, and how information is made available, we may collect data from your Accounts, to include, but not limited to, the following:
- Data for identification, including the account owner(s), including name, email address, phone number, date of birth, and address information;
- Data from financial institutions, including financial institution name, account name, account type, account ownership, branch number, IBAN, BIC, account numbers, routing number, sort code, account statements, due dates, repayment status, balances, payment amounts and dates, interest rate, per diem interest, guarantor, loan type, payment plan, terms, payment remittance information for payments and payoff, payoff amount, and good through date of payoff; and
- Data from insurance companies, including insurance company name, policy type, policy numbers, insured names, claim numbers, claim information, insurance policies, insurance coverages, and insurance identification cards.
Depending on the EPIC service you or the Developer of your App use, and the manner in which the data is made available, the data collected from your Accounts may include data from all Accounts (e.g., checking, savings, credit card, joint accounts, homeowners, umbrella, etc.) accessible through a single set of account credentials, respective to the applicable Account. For more specifics about data collected, see Summaries of Processing Activities.
Data we receive from your devices. When you use a device, like your smartphone, tablet, or computer, to interact with our services (including through a Developer’s app), we may collect the following data about that device:
- internet protocol (IP) address;
- timezone setting and location, device location;
- hardware model and operating system;
- features within our services you access;
- browser data;
- network data; and
- other technical data about the device (such as settings and preferences).
Data we receive from phone calls. Depending on the EPIC service you or the Developer of your App use, and the manner in which the data is made available, the data collected during phone call conversations you may have with financial institutions and/or insurance companies, to include recording of the phone call and transcript of the phone call, may be used to provide the EPIC service. When using any and all EPIC services requiring a phone call, you acknowledge that all phone calls are recorded and transcribed, and you explicitly agree to their use for verification purposes and related purposes as part of and to fulfill the intend use of the associated EPIC service being used.
Data we receive about you from the Developers of Apps powered by EPIC. When needed for EPIC to provide a service (like verifying loan account information, or enabling a payment to payoff your loan), the Developers of the Apps you use may provide us with identifiers and commercial information about you, like your name, social security number, email address, phone number, or information about your Accounts and transactions.
Data from our affiliates to provide support to you or to provide you with a better user experience. We may collect data from our affiliates (these are companies related to us by common ownership or control) to provide support to you or improve your experience. For example, if you elect for EPIC to remember Accounts associated with your phone number, we may collect the following data in order to help you connect to your Accounts faster when using our services:
- identifiers like name, email address, and phone number;
- login data when required by the provider of your Account, like your username and password, lender name, insurance company name, account and routing number, or a security token;
- when needed, data to help verify your identity and connect your accounts, including your date of birth, security questions and answers, and one-time password (OTP); and/or
- data from your device (as explained in more detail above).
Data we receive about you from other sources. When needed to provide a service, identify your device, or to help prevent fraud, abuse, or security threats, we may also receive data about you directly from third parties, including your wireless carrier, agents and our service providers.
Information we derive from the data we collect. We may derive additional information about you from the data we collect. For example, we may infer your geolocation, or the type of account or subaccount you’ve chosen to connect – such as when you connect your Accounts, so we can let the Developer know the appropriate account type.
How We Use Your Data
We use your data for the following business and commercial purposes:
- Provide Services: To operate, provide, and maintain our services.
- Develop Existing Services: To improve, enhance, modify, add to, and further develop our services.
- Help Prevent Fraud, Verify Your Identity, or Protect Privacy: To verify your identity and help protect you, Developers, our partners, EPIC, and others from fraud, malicious activity, and other privacy and security-related concerns.
- Develop New Services: To develop new products and services.
- Develop Insights: To develop insights based on the data we’ve collected about you. This includes your transaction data, other financial data, other insurance data, and data from other sources, to help Developers of your connected Apps provide services and/or a better user experience to you, like providing you with faster access to your Account information or personalize their services to you.
- Provide Support: To provide support to you or to Developers, including to help respond to your inquiries related to our services or Developers’ apps.
- Investigate Misuse and Misconduct: To investigate any misuse of our service or Developers’ apps, including violations of our Developer Terms and Conditions, criminal activity, or other unauthorized access to our services.
- For Legal Purposes: To comply with contractual and legal obligations under applicable law and for other legal purposes such as to establish and defend against claims.
- With Your Consent: For other notified purposes with your consent or at your direction.
We also collect, use, and share data that has been aggregated or anonymized in a manner that does not identify you personally for any purpose permitted under applicable law. This includes creating or using aggregated or anonymized data to develop new services, or to facilitate research, and for analytics purposes to help assess the speed, accuracy, and/or security of our services.
How We Share Your Data
We share your data for the following reasons:
- With the Developer of the App you are using and as directed by that Developer;
- To enforce any contract with you;
- With our data processors and other service providers, partners, agents or contractors in connection with the services they perform for us or Developers;
- With financial institutions to help establish, maintain, or manage a connection you’ve chosen to make between your financial institution accounts and an App;
- With insurance companies to help establish, maintain, or manage a connection you’ve chosen to make between your insurance company accounts and an App;
- If we believe in good faith that disclosure is appropriate to comply with applicable law, regulation, or legal process (like a court order or subpoena);
- In connection with a change in ownership or control of all or a part of our business (like a merger, acquisition, reorganization, or bankruptcy);
- Between and among EPIC and our current and future parents, affiliates, subsidiaries and other companies under common control or ownership;
- As we believe reasonably appropriate to prevent malicious or fraudulent activities, or otherwise protect the rights, privacy, safety, or property of you, Developers, our partners, EPIC, and others; or
- For any other notified purpose with your consent or at your direction.
(For US users) We do not share your data with non-affiliated third parties except as permitted by law (as authorized by 12 C.F.R. § 1016.14 and 1016.15).
When you link your Accounts through EPIC, we may use Google’s reCAPTCHA service to help detect fraud and abuse. Google reCAPTCHA is integrated into EPIC products and services in order to ensure that entries made in online forms, for example, are actually made by real persons and are not automated by software (or bots).
Google reCAPTCHA analyzes the behavior of users of our products and services using different characteristics. Google reCAPTCHA processes personal data such as your IP address, your length of stay on our website and further information about your use of EPIC products and services. This data will be transmitted and stored by Google on servers in the United States and other countries. Google has certified with the EU-US Data Privacy Framework; the certificate is available here. When reCAPTCHA is used, Google’s Privacy Policy and Terms of Use apply to reCAPTCHA and information Google collects through reCAPTCHA.
We only share your personal data with third parties to power the services you requested, when you consent, and/or to protect against fraud.
We may collect and share cookie data with third parties when you visit our website, or we may allow third parties to collect this cookie data from our sites. Please see our Cookie Policy and Privacy Statement for more details.
Our Retention and Deletion Practices
We retain your data only as long as it is needed. To determine whether the data is needed, we consider the reason your data was collected and used and any legal requirements to hold onto your data. We review your data periodically to ensure it is still needed to fulfill the purpose for which it was collected or any other legal requirements. If a Developer removes your connection from their App to your data, EPIC may automatically delete your personal data, subject to certain exceptions where we may still retain your information.
The exceptions to this may be if: (a) you’ve established a connection with another Developer’s App through EPIC that is still active; (b) EPIC needs your data to continue providing you with an EPIC service you requested; (c) EPIC is required by law to keep your data; (d) EPIC needs your data to help prevent fraud or protect privacy, provide support, or investigate misuse and misconduct; (e) where EPIC has anonymized your data such that it cannot reidentified or (f) we request - and you specifically agree - to allow us to retain your data longer.
Your data will only be processed as required by law or in accordance with this Policy.
Please refer to the “Your Data Protection Rights” section of this Policy for options that may be available to you, including how to request deletion of your data. The “Your Privacy Controls” section of this Policy also provides details about tools available to you to help you view and manage the connections you’ve made using EPIC. You can also contact us about our data retention practices using the contact information in the “Contacting EPIC” section below.
Protection of Data
EPIC’s security policies and practices are designed to protect the confidentiality and integrity of your data. EPIC implements controls designed to limit access to this data to personnel who have a business reason to know it and prohibits its personnel from unlawfully accessing, using or disclosing this data.
Some Final Details
Your Data Protection Rights
Regardless of where you live, we will honor the following rights related to your personal data, subject to some limitations and exceptions provided by law, and you will not be discriminated against for exercising them:
- Access data collected about you;
- Request access to more details about the categories and specific pieces of personal information we may have collected about you (including personal information disclosed for business purposes);
- Request, under certain circumstances, that we rectify or update your data;
- Request, under certain circumstances, that we erase or restrict the processing of your data;
- Object to our processing of your data under certain conditions provided by law;
- Where processing of your data is based on consent, withdraw that consent;
- Request that we provide data collected about you in a structured, commonly used and machine-readable format so that you can transfer it to another company, where technically feasible.some text
- Please note that for an official record of your financial or insurance information you should make that request directly to your financial institution or insurance company.
Depending on where you live, you may have the right to lodge a complaint. We welcome and appreciate the chance to address any concerns you may have and encourage you to contact us. In addition, and depending on your jurisdiction, you may have the right to make a complaint at any time to your (data protection) supervisory authority.
To exercise any rights you have, you can email a request to privacy@withepic.com. You can also contact us as described in the “Contacting EPIC” section below to exercise any of your data protection rights. You may be required to provide additional information necessary to confirm your identity before we can respond to your request.
If we receive your request from an authorized agent, we may ask for evidence that the agent has valid written authority, like a power of attorney, to submit requests on your behalf.
We will consider requests and provide our response within a reasonable period of time (and within any time period required by applicable law). Please note, however, that certain data may be exempt from such requests, for example if we need to keep the data to comply with our own legal obligations or to establish, exercise, or defend legal claims.
EPIC has appointed a data protection officer (DPO) who is responsible for overseeing questions in relation to this Policy and can be contacted via email at privacy@withepic.com.
Changes To This Policy
We update or change this Policy from time to time. If we make any updates or changes, we will post the updated policy on EPIC’s website and note the modification in the Legal Changelog, as we deem appropriate. We will also notify Developers of any material changes in accordance with our Developer agreements, as they may be better positioned to notify you about changes to this Policy.
Contacting EPIC
If you have any questions or complaints about this Policy, or about our privacy practices generally, you can contact us at privacy@withepic.com.
Summaries of Processing Activities
To help provide even greater transparency around our practices, we consolidated the information provided in our Policy above into a table that matches the categories of data EPIC collects about you with the sources of the data, uses of the data, and the categories of recipients with whom EPIC shares the data. For more detailed descriptions of our data collection, use, and sharing practices, please refer back to the sections of the Policy above.
Controller and Processor
As noted above, the data we collect and use depends on the EPIC products and services that you and the Developer use. Data protection law in certain jurisdictions differentiates between the “controller” and “processor” of data. Depending on which product or service you and your Developer are using, EPIC may be the controller or the processor of the data collected under the relevant data protection law. Unless otherwise specified in the product description below, EPIC is the controller of the personal data collected.
EPIC Account
EPIC Account allows you to enroll in a faster returning user experience by allowing EPIC to save your Account connections and identity information for faster onboarding and use of your chosen apps. We collect identifiers, Account data, commercial data, location data, and electronic network activity data. We use this data as described in the How We Use Your Data section of this Policy.
Privacy Notice
WHAT DOES EPIC DO WITH YOUR PERSONAL INFORMATION?
Financial institutions and insurance companies control the personal information available to share. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
The types of personal information we collect and share depend on the product or service you, or the App Developer you are connecting to, use. This information can include:
- Social security number and account balances
- Account transactions and transaction history
- Insurance information and claim details
For more information on the types of personal information we collect, please see the Data We Collect or Derive section of our Consumer Privacy Policy.
When you are no longer our consumer, we continue to use and share your information as described in this notice.
Financial institutions and insurance companies control the personal information available to share. In the section below, we list the reasons your personal information may be shared; the specific reasons EPIC chooses to share; and whether you can limit this sharing.
REASONS YOUR PERSONAL INFORMATION MAY BE SHARED
For our everyday business purposes, such as to connect and share data from your Accounts to power the Apps you use, as well as to protect against fraud or misuse, and respond to court orders or legal investigations. Does EPIC share this information? Yes. Can you limit this sharing? No.
For our marketing purposes. Does EPIC share for this purpose? No.
For joint marketing with other financial institutions or insurance companies. Does EPIC share for this purpose? No.
For our affiliates' everyday business purposes. Does EPIC share for this purpose? Yes. Can you limit this sharing? Yes, and we only share at your direction.
For nonaffiliates to market to you. Does EPIC share for this purpose? No.
Who is providing this notice? EPIC Auto, Inc.
How does EPIC protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with industry standards, and as applicable, that also may comply with federal law. These measures include computer safeguards and secured files and buildings.
How does EPIC collect my personal information? As explained in more detail in the Data We Collect or Derive section of our Consumer Privacy Policy, we collect personal information you provide to us and collect your personal information from other companies when you use our products or services. This includes, for example, when you use EPIC to connect and share your Account data to power the applications (“Apps”) you use.
Why can’t I limit all sharing? Federal law gives you the right to limit only:
- sharing information about your creditworthiness for affiliates’ everyday business purposes;
- affiliates from using your information to market to you;
- sharing for nonaffiliates to market to you.
State laws and individual companies may give you additional rights to limit sharing. Refer to your state’s law for more on your rights on limiting sharing of your data.
Definitions
Affiliates
Companies related by common ownership or control.
Nonaffiliates
Companies not related by common ownership or control. EPIC does not share with nonaffiliates so they can market to you.
Joint marketing
A formal agreement between nonaffiliated companies to share your personal information for the purpose of marketing products or services to you.
Other Important Information
California: If you are a resident of California, we will not share personal information we collect about you except to the extent permitted under California law.
Vermont: If you are a resident of Vermont, we will not share personal information we collect about you with non-affiliates unless the law allows or you provide authorization.
Questions. Contact us privacy@withepic.com
Effective: January 1, 2024
Consumer Services Agreement
EPIC Auto, Inc. ("EPIC") provides a platform (“Platform”) that allows you and other consumers to connect the accounts you may have with financial institutions and insurance companies (“Accounts”) with applications you choose that provide you certain products and services (“Apps”).
This Consumer Services Agreement (“Agreement”) is an agreement between you and EPIC Auto, Inc. (“EPIC”, “we” or “us”). By accepting this Agreement via online click-through acceptance, you agree to this Agreement and certify that you have all necessary rights to do so. If you are accepting on behalf of another entity, you represent and warrant that: (i) you have full legal authority to bind such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. If you do not have the legal authority to bind the applicable entity, please do not accept this Agreement or access the features covered by this Agreement.
Please note that this Agreement does not apply to the services we provide to the developers of Apps. Those services are covered by our Developer Terms of Use and other terms.
Control and Responsibilities.
You represent and warrant that you have all necessary rights to use your Accounts and Apps with the Platform, and you agree to comply with all laws and regulations applicable to your use, as well as any rules and guidelines that we post. You must not (1) use or access anyone else’s Accounts or related data, (2) submit information about anyone else’s identity or Accounts or that violates any third-party rights or (3) use the Platform for any fraudulent, illegal or misleading purpose. You also agree not to (a) modify, reverse engineer or seek to gain unauthorized access to the Platform or related systems, data or source code, (b) bypass or circumvent measures designed to prevent or limit access to any part of the Platform, (c) rent, lease, provide access to or sublicense any elements of the Platform to a third party or use the Platform on behalf of or to provide services to third parties, (d) copy, modify or create derivative works of the Platform or remove any of EPIC’s proprietary notices, (e) access the Platform for competitive purposes or publish any benchmark or performance information about the Platform, or (f) use the Platform in any manner that could damage, disable, overburden, or impair the functioning of the Platform or interfere with, disrupt or negatively affect other consumers.
How EPIC Uses Your Data.
Please review our Consumer Privacy Policy to learn how EPIC uses data related to your Accounts (e.g., your Account login information and information available on your Account). You should also refer to our Privacy Statement and Cookie Policy for information about what we collect from the use of our websites. If you have questions, contact us at privacy@withepic.com.
Rights to the Platform.
Note that EPIC owns all right, title and interest (including intellectual property rights) in and to the Platform and our related websites and technology. If you choose to give us feedback, suggestions or other inputs about the Platform, we may use them without restriction.
Our Disclaimers.
TO THE EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY USE IS AT YOUR DISCRETION AND RISK. EPIC, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. EPIC DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF YOUR DATA WILL BE ACCURATE OR COMPLETE OR THAT EPIC WILL MAINTAIN ANY DATA WITHOUT LOSS.
Liabilities for our Platform.
TO THE EXTENT PERMITTED BY LAW, EPIC, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS WILL NOT BE RESPONSIBLE FOR: (A) ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) ANY DAMAGES OR AMOUNTS EXCEEDING THE LESSER OF (1) THE AMOUNT YOU PAID TO USE THE PLATFORM IN THE LAST THREE MONTH PERIOD OF USE OR (2) ONE HUNDRED U.S. DOLLARS (US $100).
Dispute Resolution.
We hope you will have a positive experience using our Platform, but should a dispute between us arise out of or relating to this Agreement, we agree to resolve the dispute by following these steps:
- Send us a notice, according to the Notices section below, describing the dispute and including all relevant facts so we know how to help you.
- Within thirty (30) business days after our receipt of your notice, we will reach out to discuss your dispute with you.
- If we’re not able to resolve your dispute during our discussion, you will send us a written proposal for resolving your dispute.
- Within thirty (30) business days after our receipt of your written proposal, we will let you know whether we agree to your proposal, or we will provide you with a counter-proposal.
After Step 4, it’s up to you to decide whether you’d like to continue to negotiate with us to resolve your dispute, or whether you’d like to pursue a resolution through some other means.
Throughout this process, both you and EPIC agree to negotiate in good faith and according to the terms of this section to resolve the dispute before resorting to litigation or some other form of dispute resolution procedure. All negotiations (including your notice, our discussions, and your and our proposals) pursuant to this section are confidential and treated as compromise and settlement negotiations for the purposes of federal and state rules of evidence and procedure.
Notices.
EPIC may provide notices or communications to you through the email associated with your EPIC Account profile or through other reasonable methods. All notices, requests and other communications to EPIC under this Agreement must be in writing to EPIC Auto, Inc. at legal@withepic.com and will be deemed given upon confirmation of delivered receipt by EPIC.
Ending This Agreement.
At any time in its discretion, EPIC may terminate or suspend this Agreement (or your use of the Platform) with or without notice and for any or no reason, including if EPIC suspects that you have violated this Agreement. EPIC will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies EPIC may have. Except for your right to use the Platform, this Agreement will survive any termination.
About This Agreement.
This Agreement may not be transferred or assigned by you without EPIC’s prior written consent. EPIC may assign or transfer this Agreement to its affiliates or in connection with a merger, sale, reorganization, or other change of control. In addition, EPIC’s affiliates, contractors and service providers may exercise EPIC’s rights or fulfill its obligations under this Agreement. Waivers must be in writing and no waivers will be implied. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions will remain unaffected and in full force and effect. This Agreement is the final, complete and exclusive agreement between you and us relating the subject matter of this Agreement and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. In this Agreement, headings are for convenience only and the term “including” (and similar terms) will be construed without limitation.
EPIC may modify this Agreement from time to time. Unless we specify otherwise, modifications take effect (and govern future use of the Platform) when we post the modified version. EPIC will use reasonable efforts to notify you of the modifications by posting such notice of modifications to its Legal Changelog. If you do not agree to the modifications, your sole remedy is to cease using the Platform.
Effective: January 1, 2024
Short Message Service (SMS) Terms
EPIC Auto, Inc. (“EPIC”) is a technology company that securely transfers your personal information data to, from and between your lender, dealer, and insurer, to your apps and services. EPIC may send you Short Message Service (SMS) messages in order to provide a service to you and/or to confirm your identity by way of two-factor authentication. By agreeing to these SMS terms (“SMS Terms”), you consent to receive automated SMS messages from EPIC, and any of our SMS-related service providers (“Service Providers”), including through the use of an automatic telephone dialing system, at the telephone number you have provided to the developer or supplier of the app or service you are accessing the EPIC service through, or to EPIC directly. Message and data rates may apply. As a general matter, you may receive more than one message, which may also include a phone call, as applicable. EPIC is not liable for delayed or undelivered messages.
By agreeing to these SMS Terms, you authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to EPIC or our Service Provider for the duration of your business relationship, solely to help EPIC or our Service Provider identify you or your wireless device and to prevent fraud. Please see our Consumer Privacy Policy to see how we treat your data.
The information your wireless carrier may disclose may include mobile number, name, address, email, network status, customer type, customer role, billing type, and mobile device identifiers (IMSI and IMEI). No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Text messaging originator opt-in data and consent information will not be shared with any third parties.
If you do not wish to receive SMS messages from EPIC or our Service Providers, or if you no longer want your wireless operator to share information about you with EPIC or our Service Providers, you agree to reply STOP to any SMS message from EPIC or sent on behalf of EPIC in order to opt out of the SMS message notifications. You may receive an additional SMS message confirming your decision to opt out. After opting out of SMS messages, you will no longer receive messages from EPIC or our Service Providers related to the applicable service that the opted out SMS messages were in reference to. If subsequent services are authorized by you to the developer or supplier of the app or service you are accessing the EPIC service through, or directly to EPIC, you may begin receiving additional SMS messages from EPIC related to those applicable services.
If you are experiencing issues with the SMS messages from EPIC or our Service Providers, you can contact support@withepic.com.
Effective: January 1, 2024
For Developers
Integration Terms and Conditions
The EPIC Auto, Inc. ("EPIC") terms and conditions below (“Integration Terms and Conditions” or “Agreement”) govern any Participation Form or online click-through acceptance that references them. These terms, together with the applicable terms and conditions found either attached to the Participation Form or incorporated by reference from www.withepic.com/legal, govern the subscription of each Integration Module specified in the Participation Form. The Participation Form may also include various attachments that provide additional governance.
1. DEFINITIONS. The following capitalized terms, when used in these Integration Terms and Conditions and any attachments, exhibits, amendments and addendums, will have the corresponding meanings provided below:
1.1 “Acceptance Date” means the earlier of (a) the date upon which the Integration is accepted by Participant in accordance herein, or (b) sixty (90) days after the Effective Date of this Agreement.
1.2 “Affiliate” means any entity that directly or indirectly (through one or more intermediaries) Controls, is Controlled by, or is under common Control with EPIC or Participant.
1.3 “Agreement” has the meaning set forth in the Participation Form.
1.4 “Confidential Information” means all information or materials provided or otherwise disclosed by or on behalf of Disclosing Party to the Receiving Party in connection with this Agreement, whether orally or in writing, that are designated as confidential or that reasonably should be understood to be confidential, given the nature of the information disclosed and the circumstances of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a wrongful disclosure by the Receiving Party; (ii) was rightfully in the possession of, or was rightfully known by the Receiving Party without an obligation to maintain its confidentiality prior to receipt from the Disclosing Party; (iii) becomes available to the Receiving Party on a non-confidential basis from a source which is not, to the Receiving Party’s knowledge, prohibited from disclosing such information; (iv) is developed independently by the Receiving Party; or (v) was generally made available to third parties by the Disclosing Party without restrictions similar to those imposed under this Agreement. Notwithstanding anything to the contrary in this Agreement, Data will not be deemed to be Confidential Information of either Party.
1.5 “Control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interests of the subject entity or the legal power to direct or cause the direction of the general management of such entity, whether by contract or otherwise.
1.6 “Credentials” means any information required to securely access or use an Integration Module (e.g. usernames, passwords, etc.).
1.7 “Cure Period” means a define period of time a Party has to reasonably resolve their material breach of the Participation Form, which for these purposes include the Integration Terms and Conditions, any additional product terms or any attachments.
1.8 “Data” means data to be transmitted by or on behalf of Mutual Customers through the Participant Integration or through the EPIC Interface, in each case as set forth in the applicable Participation Form or as otherwise mutually agreed to in writing by the Parties.
1.9 “EPIC” has the meaning set forth in the Participation Form.
1.10 “EPIC Customers” means EPIC’s Customers that have a Subscription to the EPIC System.
1.11 “EPIC Interface” means EPIC’s application programming interface (API) that enables (i) Mutual Customers to transmit Data generated on the EPIC System to the Participant System, and (ii) the EPIC System to receive Data transmitted by Mutual Customers through the Participant System.
1.12 “EPIC System” means the software system operated by EPIC.
1.13 “Disclosing Party” means the Party that provides Confidential Information to the Receiving Party (or on behalf of which Confidential Information is provided) in connection with this Agreement.
1.14 “Effective Date” has the meaning set forth in the Participation Form.
1.15 “Email Notice” means: (a) in the case of notice from Participant to EPIC, an email directed to the designated email address for the Integration Module as specified herein; or (b) in the case of notice from EPIC to Participant, an email to the email address provided in the applicable Participation Form.
1.16 “Feedback” means any information, suggestions, ideas, enhancement requests, recommendations, comments and other feedback that Participant may disclose, transmit, suggest or offer to EPIC with respect to the EPIC System or the EPIC Interface
1.17 “Fees” means, collectively, all fees due and payable from Participant to EPIC pursuant to the applicable Participation Form.
1.18 “Initial Term” has the meaning set forth in this Agreement.
1.19 “Integration Module” means each of the modules of the EPIC System as set forth in the Participation Form, which Participant may select on the applicable Participation Form to be integrated with the Participant Integration.
1.20 “Law” means all applicable federal, state and local laws, regulations, rules, ordinances and other decrees of any governmental authority.
1.21 “Legal Notice” means written notification to the following addressees: (a) if from Participant to EPIC, then to EPIC, Attention: Legal Department, 1919 S. Shiloh Rd, Suite 310, Garland, Texas 75042, with a copy sent via email to the EPIC email address used for Email Notice and, if applicable, to the EPIC address specified in the applicable Participation Form; or (b) if from EPIC to Participant, then to the address that EPIC has on file for Legal Notices to Participant, or if no such address is on file, to the address of an Authorized Location, with Attention: Legal Department.
1.22 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.23 “Marks” means any name, logo, trademark or service mark of either Party, as may be changed by such Party from time to time.
1.24 “Mutual Customers” means any Participant Customers that is also an EPIC Customers and subscribes to participate in the parties integrated platform in accordance with this Agreement.
1.25 “Mutual Customers Agreement” means an agreement between either Party and a Mutual Customers with respect to access to its respective System.
1.26 “Mutual Customers Information” means (a) any data, content, or information held within a Customer Instance of an Integration Module, and (b) any data received directly from the Customer, the Customer's systems, or any third-party systems, which may contain Mutual Customers Information.
1.27 “Mutual Customer Instance” means the individual instance that EPIC provides a Mutual Customers for the applicable Integration Module. For avoidance of doubt, one Customer Instance is required for each Installed Account.
1.28 “Participation Form” means the ordering document between EPIC and Participant, under which Participant selects certain Integration Modules for Integration with the EPIC System.
1.29 “Party” means EPIC or Participant, as applicable; and “Parties” means EPIC and Participant, collectively.
1.30 “Personnel” means agents, employees, officers, directors or contractors employed, engaged or appointed by a Party hereunder.
1.31 “Participant” means the entity identified as such on the Participation Form.
1.32 “Participant Customers” means Participant’s Customers that have a Subscription to the Participant System.
1.33 “Participant Integration” means the integration between the Participant System and the EPIC System via the EPIC Interface, as certified by EPIC.
1.34 “Participant System” means the system set forth in the applicable Participation Form, operated by Participant for Participant Customers.
1.35 “Receiving Party” means the Party that receives Confidential Information from the Disclosing Party in connection with this Agreement.
1.36 “Renewal Term” has the meaning set forth in this Agreement.
1.37 “Specifications” means the documentation to be provided by EPIC to Participant, which will include, among other things, the specifications, standards, formats and other requirements related to the Participant Integration. The Specifications will be deemed to be the Confidential Information of EPIC.
1.38 “System” means, with respect to EPIC, the EPIC System, and with respect to Participant, the Participant System.
1.39 “Taxes” means all applicable national, state or local sales or use taxes or value added taxes.
1.40 “Term” has the meaning set forth in this Agreement.
1.41 “Third-Party EPIC Integration” means any integration between the EPIC System and any system or application other than the Participant System.
2. INTEGRATION.
2.1 Specifications. Participant will develop and maintain the Participant Integration and the Participant System in accordance with this Agreement and the Specifications. Participant may not use the Specifications for any other purpose other than in accordance with the foregoing.
2.2 Development Schedule and Testing. The Parties will work together in good faith to finalize a timeline for performing their respective obligations relating to the development of the Participant Integration. Each Party will proceed with its respective obligations diligently and in good faith and use commercially reasonable efforts to allocate appropriately skilled personnel and other resources as necessary to complete the development of the Participant Integration in accordance with the timeline mutually agreed upon by the Parties. Upon completion of the development work, the Parties will test the Participant Integration pursuant to EPIC’s standard quality assurance procedures. The Parties will work diligently and in good faith to correct any issues that may arise during the testing phase.
2.3 Technology Requirement. Participant acknowledges and agrees that the Participant Integration will be developed and operated in such a way that does not allow Participant to query the EPIC System for any data not intended to be transmitted or any other data not authorized for the Participant to access by the Mutual Customers.
2.4 Maintenance. EPIC will use commercially reasonable efforts to maintain the EPIC System and the EPIC Interface, so that the Participant System will be capable of transmitting Data to and receiving Data from the EPIC System through the Participant Integration. Participant will use commercially reasonable efforts to maintain the Participant System and the Participant Integration so that the EPIC System will be capable of receiving Data from and transmitting Data to the Participant System through the EPIC Interface.
2.5 Acceptance of Data. Subject to Participant’s performance of its obligations under this Agreement and without limiting EPIC’s rights under any agreement between EPIC and EPIC Customers, EPIC will accept Data transmitted by or on behalf of any Mutual Customers via the Participant Integration for processing in the Integration Modules. Subject to EPIC’s performance of its obligations under this Agreement and without limiting Participant’s rights under any agreement between Participant and the Participant Customers, Participant will accept Data transmitted by or on behalf of any Mutual Customers via the EPIC Interface for processing in such portions of the Participant System that are integrated with the EPIC System pursuant to this Agreement, as set forth in the applicable Participation Form.
2.6 Integration Modules. Participant has the option to select to have the Participant System integrated with one or more Integration Modules. Participant may not use the Participant Integration for any product or system other than the Participant System set forth in the applicable Participation Form.
2.7 Installation. Each Party will be responsible for promptly installing and setting up the software applications and tools associated with its respective System.
2.8 Cooperation. The Parties will reasonably assist and cooperate with each other with respect to issues that may arise from time to time in connection with the development, maintenance and operation of the Participant Integration and EPIC Interface. Each Party will assign a relationship manager to act as the primary liaison with respect to the relationship established hereunder.
2.9 Acceptance Date. The Parties will use commercially reasonable efforts to cause the Acceptance Date to occur within ninety (90) days after the Effective Date.
2.10 Operation by Participant. Participant may not operate, manage, or modify the Participant System and the Participant Integration in any manner that will knowingly disrupt or degrade the performance of the EPIC Interface or the EPIC System; provided, however, that the foregoing will not apply to any modifications necessary in order to comply with applicable Laws, in which case Participant will give EPIC reasonable advance Email Notice thereof. In the event of any degradation or adverse impact to the EPIC System, upon notification from EPIC, Participant will investigate the cause of issue and promptly terminate those processes causing such degradation or adverse impact and implement any necessary changes to the Participant System to prevent such degradation or adverse impact from reoccurring. Notwithstanding the foregoing, EPIC may temporarily suspend Participant’s access to the EPIC Interface and EPIC System until such changes are made. Nothing in this Agreement will: (i) prevent Participant from making changes to the Participant System that will not affect the functioning of the EPIC Interface or the EPIC System; and (ii) require EPIC to modify the EPIC System or the EPIC Interface for any changes that Participant makes to the Participant System or the Participant Integration.
2.11 Modifications by EPIC. EPIC may make modifications to the EPIC System and/or the EPIC Interface as EPIC deems reasonably necessary or appropriate for the operation or improvement of the EPIC System. If EPIC believes that any such modifications would require Participant to make modifications to the Participant System and/or the Participant Integration in order to maintain its functionality, EPIC will give Participant at least ten (10) days’ advance Email Notice of such modifications; provided, that, EPIC may give less notice if such modification is necessary to comply with applicable Laws. Participant will, at its expense, make the necessary changes to the Participant System and/or the Participant Integration in order to maintain its functionality. The Parties will establish a mutually agreeable schedule for making such changes properly and in a timely and expeditious manner.
2.12 No Guarantees of Customer Participation. Participant acknowledges that the Participant Integration for each Integration Module will only be provided for those Mutual Customers that provide explicit permission for Participant to access their EPIC System. EPIC makes no guarantees or representations regarding the participation of Customers with Integration Modules, or that Mutual Customers will provide such explicit permission.
3. USE RESTRICTIONS. Participant will use and access Integration Modules solely for the purpose intended and in the ordinary course of servicing Mutual Customers through the integrated platform. Participant may not:
(a) Use or access any Integration Module in a manner unreasonable for its intended use and/or not expressly authorized under the applicable Participation Form, or any applicable provision contained in this Integration Terms and Conditions or any applicable additional terms or attachments;
(b) Offer, sell, rent, lend, lease, license, pledge, transfer, distribute, provide access to or otherwise make available to any unauthorized third-party any Integration Module or any information relating thereto;
(c) Reproduce, copy, modify, translate, reverse engineer, decompile or disassemble any Integration Module, or develop or create any derivative works of or relating to any Integration Module, or any underlying technology or intellectual property comprising any Integration Module;
(d) Violate any Law or any intellectual property rights or other rights of any third-party or any EPIC Affiliate in connection with any use of or access to any Integration Module;
(e) Attempt to gain unauthorized access to or disrupt the integrity or performance of any Integration Module or the data contained therein;
(f) Frame or utilize framing techniques to enclose any Integration Module (or portion thereof) without the prior written consent of EPIC;
(g) Upload, store or maintain any Malicious Code, or infringing or unlawful material, on or within an Integration Module;
(h) Access or use any Integration Module for any purpose that is competitive with EPIC or its products or services, or for purposes of developing or promoting any competing product or service;
(i) Permit access to or use of an Integration Module by a direct competitor of EPIC;
(j) Use an Integration Module for purposes of product evaluation, benchmarking or other comparative analysis without EPIC’s prior written consent;
(k) Publish, transfer, license, distribute or export any data from any Integration Module to a third-party, provided that in no event may Participant use such Integration Modules other than authorized herein;
(l) Scrape or data-mine an Integration Module or any other website, URL or API of EPIC or its Affiliates, including through the use of any robot, spider or other automated device;
(m) Store, maintain or transmit Mutual Customers Information through an Integration Module that is not intended to be used to process or receive Mutual Customers Information;
(n) Use an Integration Module to harvest, collect or assemble Mutual Customers Information regarding any of Mutual Customers’s customers without such customers informed consent;
(o) Disclose any Credentials relating directly to any Integration Module integrated therewith;
(p) Remove from or alter any EPIC Marks on an Integration Module; or
(q) Make any representations or warranties regarding the functionality or performance of EPIC or of an Integration Module.
4. FEES AND PAYMENTS.
4.1 Fees. In exchange for the rights granted to Participant herein, Participant will pay to EPIC the Fees in the manner provided in the applicable Participation Form. Unless otherwise specified in the applicable Participation Form, all Fees are: (i) non-refundable; and (ii) payable in United States Dollars.
4.2 Late Fees and Payment Disputes. EPIC may charge interest on any payment not made when due at a rate equal to the greater of one and one-half percent (1.5%) per month, or the maximum rate allowed under applicable Law. Participant will also be liable for all collection agency fees and reasonable attorneys’ fees payable by EPIC or its Affiliates in connection with enforcing Participant’s payment obligations. In the event of any dispute with respect to an invoice, Participant must notify EPIC in writing of, and provide a good faith basis for, such dispute within thirty (30) days of the date such amounts are due.
4.3 Taxes. EPIC shall charge Participant Taxes that it is legally obligated or allowed to charge on Fees, with such Taxes being due and payable at the time of applicable Fees. Participant may provide EPIC an exemption certificate acceptable to the relevant taxing authority, in which case, EPIC shall not collect Taxes covered by such certificate.
4.4 Fee Adjustments and Increases. After the Initial Term, EPIC reserves the right to increase any of the Fees at any time, but only once each calendar year, by providing Email Notice to Participant at least thirty (30) days in advance.
4.5 Billing and Collection. Participant will be responsible for the billing and collection from Mutual Customers for amounts owing in connection with the Participant System (including with respect to the Participant Integration). EPIC will be responsible for the billing and collection from Mutual Customers for amounts owing in connection with the EPIC System (including with respect to the EPIC Interface).
4.6 Pricing. EPIC will contract with Mutual Customers with regard to the EPIC System and Participant will contract with Participant Customers with regard to the Participant System (in each case, including with respect to the Participant Integration). Each Party will set all prices for its respective System; provided, however, that in no event may Participant charge a Mutual Customers any monthly integration-related fees or surcharges relating to this Agreement in an amount that is greater than two (2) times the Monthly Integration Fees charged by EPIC to Participant. EPIC may, upon written notice to Participant, audit (or retain a third-party to audit) the books and records of Participant related to its compliance with the foregoing.
5. PROPRIETARY RIGHTS AND LICENSES.
5.1 Rights Grant. Conditioned upon Participant’s compliance with the terms and conditions of this Agreement, EPIC hereby grants Participant a limited, non-transferable, non- sublicensable, revocable right and license to access and use the EPIC Interface solely in connection with the Integration Modules set forth in the applicable Participation Form.
5.2 Ownership. Except for the rights expressly granted to Participant under this Agreement, Participant will not have any right, title or interest in or to the EPIC System and the EPIC Interface, or any other technology, materials or intellectual property of EPIC and its licensors, and nothing herein will effect a transfer of any intellectual property rights or any other ownership rights away from EPIC or its licensors. EPIC and its licensors reserve and retain all of their intellectual property rights and ownership rights to the EPIC System and the EPIC Interface, including any and all enhancements thereto conceived, made or implemented during all phases of development and release thereof.
5.3 Participant Feedback. Participant also acknowledges and agrees that any Feedback from Participant or its Personnel is submitted without any restrictions or expectations of confidentiality. As such, Participant hereby permits EPIC to use, to allow others to use, or to assign the right to use, without compensation, restriction or further obligation of any kind, any Feedback for any purpose whatsoever, including publication or the creation of any intellectual property or derivative works of or relating to any Feedback.
5.4 Marketing and Marks.
(a) Participant Marks. Participant grants EPIC and its Affiliates a non-exclusive, non-transferable, royalty-free license to use the Participant Marks in connection with the Participant Integration, including the listing of Participant as an EPIC partner in marketing materials and on its website. EPIC acknowledges that no other rights or license are being granted to EPIC with respect to any Participant Marks, and EPIC will obtain the written consent of Participant prior to any use or display of any Participant Mark not expressly authorized herein. Participant will retain all intellectual property rights and all ownership rights in and to the Participant Marks.
(b) EPIC Marks. Participant acknowledges that no rights or licenses are being granted to Participant or its Affiliates with respect to any EPIC Marks, and Participant will obtain the written consent of EPIC prior to any use or display of any EPIC Mark by Participant or its Affiliates. EPIC and its Affiliates will retain all intellectual property rights and all ownership rights in and to the EPIC Marks.
(c) Quality Standards. In connection with the operation of each of its respective business, each Party will not (or allow others under its control or direction to) engage in any practice or other activity that is or likely to be detrimental to the goodwill associated with the other Party’s Marks, or the products or services that such other Party offers, or that constitutes a deceptive trade practice or unfair competition or that violates any applicable fair trade laws or advertising rules and regulations. Upon request, each Party will promptly alter or discontinue any particular use of the other Party’s Marks if such other Party believes that does not comply with this section.
(d) Marketing. Participant will use commercially reasonable efforts to market the Participant Integration to Participant Customers. The Parties will work together in good faith to pursue joint marketing, co-branding and promotional opportunities for the purpose of mutually promoting the EPIC Interface and the Participant Integration. Participant will not promote, market, sell or license any Third-Party EPIC Integration without EPIC’s prior written consent.
6. SECURITY.
(a) Each Party acknowledges and agrees that, as between the Parties, it is solely responsible for the security of all Data on its respective System. Each Party will: (i) adopt and maintain physical, technical and administrative safeguards and procedures reasonably designed to prevent unauthorized access or harm to the other Party’s System; (ii) use commercially reasonable efforts to avoid introducing Malicious Code into the other Party’s System; and (iii) maintain and periodically test the efficacy of appropriate information security programs and measures designed to ensure the security and confidentiality of any Mutual Customers Information, protect against anticipated threats or hazards to the security or integrity of such information, and protect against unauthorized access to or use of such information that could result in substantial harm to any customer of either Party (or any customer of either Party’s customers). For purposes of this section, references to a Party’s System shall include, in the case of Participant, the Participant Integration, and in the case of EPIC, the EPIC Interface.
(b) During the Term, EPIC may, at its expense and upon reasonable advance notice to Participant, audit (or retain a third-party to audit) the Participant System (and Participant Integration) to determine compliance with the security obligations herein; provided, however, that (i) any such audits will be conducted during normal business hours on a date mutually agreed upon by the Parties, and (ii) such audits will not unreasonably interfere with Participant’s business.
7. TERM AND TERMINATION.
7.1 Term. Except as otherwise set forth on the applicable Participation Form, the Subscription Term for an Integration Module will commence on the Effective Date and will expire at the end of the period specified in such Participation Form (the “Initial Term”). Thereafter, unless such Participation Form expressly states otherwise, the Subscription Term will automatically and indefinitely renew for additional subsequent terms equal in length to (i) the length of time specified in such Participation Form or (ii) otherwise the length of time of the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”), until the Subscription is terminated by a Party in accordance with the termination requirements contained in this Agreement.
7.2 Termination Rights.
(a) Participant may at its option terminate any Subscription by providing Email Notice to EPIC at least sixty (60) days from the end of the then-current Subscription Term, provided that, termination is provided by the Management Contact listed in the applicable Participation Form (or other duly appointed contact authorized in writing by Participant) and will be effective only at the end of a Subscription Term (e.g. for month-to-month Subscriptions, if notice is given on the fifteenth (15th) day of a given month, the termination will not occur until the end of the following month). EPIC may at its option terminate any Subscription at any time by providing Email Notice to Participant of the termination.
(b) The Participation Form will remain in effect with respect to any other continuing Subscriptions (unless they are dependent on the terminated Subscription, in which case the dependent Subscriptions will also be terminated). If there are no Subscriptions remaining under the applicable Participation Form following a termination, then such Participation Form will automatically terminate upon the effective date of termination. If a Subscription to an Integration Module is terminated, but one or more other Subscriptions to Integration Modules remain in effect under such Participation Form, then EPIC may adjust the Fees for the Subscriptions to the remaining Integration Modules to be consistent with the Fees that would have been charged had Participant subscribed to only the remaining Integration Modules.
(c) EPIC may immediately terminate the Participation Form with respect to any Integration Module (or any component thereof) if it ceases to offer such Integration Module (or such component of Integration Module) to customers generally for any reason. In such event, the Participation Form will continue to apply with respect to the remaining Integration Modules, if any.
7.3 Termination for Cause. Participant may immediately terminate the applicable Participation Form (and the corresponding Subscriptions): (a) if the EPIC commits a material breach of such Participation Form (including these Integration Terms and Conditions), and such material breach has not been cured within thirty (30) days after receiving Legal Notice of such ("Cure Period"); or (b) upon the initiation of any bankruptcy, insolvency or other similar proceeding against EPIC or an entity that Controls EPIC. For the avoidance of doubt, Participant is not entitled to waive or dismiss the agreed Cure Period, and any attempted waiver or dismissal of such Cure Period by Participant shall immediately cause Participant to be in material breach. Upon any termination of the applicable Participation Form, all Subscriptions thereunder will be automatically terminated.
7.4 Effect of Termination. Within thirty (30) days following any termination or expiration of this Agreement, all licenses hereunder will terminate, Participant will disable the Participant Integration, and EPIC will terminate Participant’s access to the EPIC Interface. Additionally, each Party will discontinue its use of the other Party’s Marks in relation to this Agreement, and remove all references to the other Party’s Marks on its respective websites and marketing materials.
7.5 Suspension. EPIC may at any time suspend Participant’s access to and use of an Integration Module if EPIC reasonably believes that such access or use presents a threat or harm to the Integration Module, EPIC, its Affiliates, its other customers or any third-party. EPIC will provide notice to Participant of such suspension, including the reason for the suspension. EPIC may, in its sole discretion, lift such suspension after being reasonably assured by Participant that the threat or harm is no longer present.
8. CONFIDENTIAL INFORMATION.
8.1 Confidentiality Obligations. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the services set forth in this Agreement, and (except as otherwise authorized by the Disclosing Party in writing) disclose Confidential Information of the Disclosing Party only to its Personnel who need to know such information for purposes of fulfilling such Party’s obligations or exercising such Party’s rights relating to this Agreement. The Receiving Party will keep the Confidential Information of the Disclosing Party confidential and secure, and protect it from unauthorized use or disclosure, by using at least the same degree of care as the Receiving Party employs to protect its own Confidential Information, but in no event less than reasonable care.
8.2 Compelled Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Disclosing Party in a manner not otherwise permitted by this Agreement, the Receiving Party will promptly inform the Disclosing Party of the request with a prompt Legal Notice so that the Disclosing Party may seek a protective order or other appropriate remedy. If a protective order or similar order is not obtained by the date by which the Receiving Party must comply with the request, the Receiving Party may furnish that portion of the Confidential Information that it reasonably determines it is legally required to furnish. The Receiving Party will exercise reasonable efforts to obtain assurances that confidential treatment will be afforded to the Confidential Information so disclosed. This section will survive any termination of this Agreement.
8.3 Injunctive Relief. Each Receiving Party acknowledges and agrees that the wrongful disclosure of any Confidential Information of the Disclosing Party may cause irreparable injury to such Party and its applicable Affiliates, and that remedies other than injunctive relief may be insufficient. Accordingly, the Disclosing Party will have the right to seek equitable and other injunctive relief to prevent any wrongful disclosure of any of its Confidential Information, as well as such damages and other relief to which such Party or its Affiliates may be entitled.
8.4 No Implied Rights. Each Party’s Confidential Information will remain the property of that Party. Nothing contained in this section will be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party any implied rights or license to the Confidential Information of the other Party.
8.5 Return of Confidential Information. Upon termination or expiration of this Agreement, or upon the Disclosing Party’s request, the Receiving Party will promptly return (or at the Disclosing Party’s request, destroy) all Confidential Information of the Disclosing Party (except Confidential Information of the Disclosing Party that is transmitted by or through the Participant Integration) and certify to the Disclosing Party in writing that it has done so; provided, however, that the Receiving Party may retain one copy for archival purposes.
9. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants to the other Party that:
9.1 By EPIC. EPIC represents and warrants to Participant that:
(a) EPIC will comply at all times with all applicable Privacy Laws in connection with its making available any Integration Module;
(b) EPIC is the owner and/or the licensee of all intellectual property rights in and to all Integration Module, and has all necessary rights and licenses to fulfill its obligations and grant all rights granted to Participant herein;
(d) EPIC will use commercially reasonable efforts to avoid introducing any Malicious Code into the Integration Module; and
(e) EPIC will preserve and safeguard Data as described herein.
9.2 By Participant. Participant represents and warrants to EPIC that:
(a) Participant will comply at all times with all applicable Laws in connection with the use of and access to an Integration Module and related Data, including all applicable privacy laws and Laws relating to unfair competition, deceptive trade practices, advertising, and consumer protection, to include, without limitation, 18 U.S.C. §2721 (Federal Driver's Privacy Protection Act), 23 U.S.C. §401 (National Driver Register Act), 5 U.S.C. §552a (Privacy Act of 1974), 18 U.S.C. §I 001 (Computer Fraud and Abuse Act of 1986), 15 U.S.C. §1681 (Fair Credit Reporting Act), 15 U.S.C. §§ 6801-6809 (Gramm-Leach-Bliley Act) and any applicable state provisions and statutes that may apply (and upon the request of EPIC, Participant will provide EPIC with evidence of such compliance);
(b) Participant is aware of the processes and rules required to maintain NIST 800-63A Digital Identity Guidelines section IAL2 (Level 2) Identity Assurance compliance for e-signatures and Participant has implemented solution(s) that adhere to requirements outlined to be compliant with NIST 800-63A Digital Identity Guidelines section IAL2 (Level 2) Identity Assurance and Participant will furnish documentation to demonstrate compliance with NIST 800-63A Digital Identity Guidelines upon request by EPIC.
(c) Participant’s entering into the applicable Participation Form does not conflict with or violate any other agreement Participant may have with any third-party;
(d) Participant will make commercially reasonable efforts to ensure that any and all Data provided hereunder will be kept true, accurate and complete, in all material respects, throughout the Term, and will inform EPIC of any inaccuracies promptly after Participant discovers them;
(e) With respect to Data, Participant has and will maintain all rights and licenses necessary to provide and make available to EPIC and its Affiliates for purposes of the applicable Participation Form, and use in connection with an Integration Module, and for EPIC and its Affiliates for purposes of this Agreement, including to access, store and use Data and in accordance with the terms herein; such use will not infringe or violate any rights of any third-party;
(f) Participant will use commercially reasonable efforts to prevent Malicious Code from being introduced into the Integration Modules through Participant’s use;
(g) Participant presently maintains, and will continue to maintain and test periodically, appropriate information security measures and data protection safeguards consistent with industry standards and all applicable privacy laws, to ensure reasonable security and confidentiality of Credentials for any Integration Modules, including (i) to protect the security, confidentiality and integrity of such Credentials, (ii) to protect against anticipated threats or hazards to the security, confidentiality and integrity of such Credentials, and (iii) to protect against any unauthorized access to or use of such Credentials;
(h) Participant presently maintains, and will continue to maintain, (1) Professional Liability or Errors and Omissions insurance coverage at limits consistent with industry standards and (2) compliance with all licensure and surety bond requirements in its applicable state(s) of operation. The existence of Participant’s insurance policies, or EPIC’s approval thereof, does not relieve or limit any of Participant’s obligations. Upon written request by EPIC, Participant will provide certificates of insurance coverage to EPIC. If Participant fails to perform any of its obligations in this section, EPIC may temporarily or permanently suspend access of Participant’s access to Integration Modules until such time as Participant meets such obligations; and
(i) Participant has and will have during the Term, sufficient rights to grant the rights it grants in this Agreement, including any necessary rights, approvals or consents from the Mutual Customers and from any other third-party, and any release related to any rights of privacy or publicity, as may be necessary to fulfill its obligations hereunder.
10. INDEMNIFICATION.
10.1 By EPIC. EPIC will defend and indemnify Participant against any damages, losses, costs and expenses (including reasonable attorneys’ fees, court costs, settlement costs and awarded amounts) incurred in connection with any third-party claim to the extent such claim arises from (i) an allegation that the EPIC Marks infringe or misappropriate third-party’s intellectual property rights; or (ii) any claim with respect to the willful misconduct or gross negligence of EPIC.
10.2 By Participant. Participant will defend and indemnify EPIC against any damages, losses, costs and expenses (including reasonable attorneys’ fees, court costs, settlement costs and awarded amounts) incurred in connection with any third-party claim to the extent such claim arises from (i) any failure of Participant to obtain any necessary consent to provide the Participant Integration and/or to transmit Data via the Participant Integration; (ii) an allegation that the use of the Participant System, Participant Integration or Participant Marks in accordance with this Agreement infringes or misappropriates such third-party’s intellectual property rights; or (iii) any claim with respect to the willful misconduct or gross negligence of Participant.
10.3 Infringement Claims. If a Party’s System or Marks are, in such Party’s sole discretion, likely to become subject to a claim of infringement, such Party, at its option and expense, will either: (i) procure a license or right for the other Party to continue using the System and/or the Marks; or (ii) modify its System and/or Marks to make it non-infringing in a manner that does not materially impair its functionality. If neither of the foregoing two options is reasonably available to such Party, then either Party may terminate this Agreement upon Legal Notice to the other Party. Except for the indemnity obligations set forth in this section, the foregoing will be the other Party’s sole and exclusive remedy and the infringing Party’s sole and exclusive obligation with respect to any infringement claims relating to its System and/or Marks.
11. LIMITATIONS OF LIABILITY.
11.1 LIABILITY LIMITATIONS. NEITHER PARTY (INCLUDING, IN THE CASE OF EPIC, ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, MULTIPLE, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). ADDITIONALLY, THE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF EPIC AND ITS AFFILIATES, ON THE ONE HAND, AND PARTICIPANT, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID BY PARTICIPANT TO EPIC UNDER THE APPLICABLE PARTICIPATION FORM IN THE ONE (1) MONTH PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER CONTAINED IN THIS AGREEMENT, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS, OR (E) A PARTY’S BREACH OF ITS REPRESENTATIONS AND WARRANTIES OBLIGATIONS UNDER THIS AGREEMENT.
11.2 DISCLAIMER. THE EPIC INTERFACE AND THE PARTICIPANT INTEGRATION ARE INTENDED ONLY TO FACILITATE OPERATION OF CERTAIN ASPECTS OF PARTICIPANT’S (OR MUTUAL CUSTOMERS’) BUSINESS AT THE INSTALLED ACCOUNTS. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, NEITHER EPIC NOR ANY OF ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY TO PARTICIPANT OR ANY OTHER PERSON WITH RESPECT TO THE EPIC INTERFACE OR THE PARTICIPANT INTEGRATION, EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF SUITABILITY, LEGALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE, RESULTS, ACCURACY, TIMELINESS, NON-INFRINGEMENT OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY TYPE OR NATURE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (I) EPIC WILL HAVE NO DUTY TO VERIFY THE CONTENT OR ACCURACY OF, OR TO ANALYZE IN ANY MANNER, THE DATA; (II) EPIC SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY TO PARTICIPANT RESULTING FROM OR RELATING TO ANY ACTIONS BY A MUTUAL CUSTOMERS, OR ANY BREACH BY A MUTUAL CUSTOMERS OF ANY APPLICABLE MUTUAL CUSTOMERS AGREEMENT; AND (III) EPIC MAKES NO REPRESENTATION, WARRANTY OR COMMITMENT THAT THE EPIC INTERFACE OR THE PARTICIPANT INTEGRATION WILL OPERATE ERROR-FREE, WITHOUT INTERRUPTION OR IN ACCORDANCE WITH ANY SPECIFICATIONS, OR THAT THE EPIC INTERFACE OR THE PARTICIPANT INTEGRATION IS SUITABLE FOR ANY SPECIFIC PURPOSE, INCLUDING ANY ADVICE REGARDING THE VALUE, COSTS, PROFIT, QUALITY OR SUITABILITY OF ANY PARTICULAR TRANSACTION, SALES STRATEGY OR OTHER BUSINESS PRACTICE. ANY RELIANCE BY PARTICIPANT UPON ANY DATA OR THE EPIC INTERFACE WILL NOT DIMINISH THIS DISCLAIMER.
12. ARBITRATION AND CLASS WAIVER.
12.1 Arbitration. Participant agrees to arbitrate any dispute or claim that it may have with EPIC or its Affiliates that arises out of or relates in any way to this Agreement or Licensee’s use of or access to the Participant Integration. Such arbitration will be final and binding. If EPIC elects in its discretion to submit to arbitration any dispute or claim that it may have against Participant, any such arbitration will be governed by the provisions of this section.
12.2 Class Waiver. Any arbitration proceeding under this section will take place on an individual basis. Class arbitrations and class or representative proceedings of any kind are not permitted and Participant expressly waives its ability to participate in a class or representative proceeding against EPIC or its Affiliates. If the arbitration clause is found inapplicable to Participant’s dispute with EPIC, this class waiver will continue to apply in litigation. Participant agrees that this class waiver is an essential element of the agreement between Participant and EPIC and that this class waiver may not be severed. In the event that this class waiver is deemed invalid or unenforceable, then the entire agreement to arbitrate in this section will be null and void.
12.3 Arbitrator Authority. Any dispute or claim subject to arbitration pursuant to this section must be submitted to binding arbitration before a single arbitrator administered by JAMS pursuant to JAMS Streamlined Rules. The arbitrator will be bound by and will strictly enforce this Agreement and any applicable Participation Forms between Participant and EPIC, including any limitations of liability contained therein, and may not limit, expand or otherwise modify any of the provisions of the foregoing. Any arbitration will be held in Dallas County, Texas, unless otherwise agreed upon by the Parties in writing. Each Party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator will award the applicable Party any costs and fees to which it may be entitled under this Agreement in connection with any indemnification claim. Participant agrees that its transactions with EPIC evidence transactions in interstate commerce, and that the Federal Arbitration Act therefore governs the interpretation and enforcement of this section (notwithstanding the application of Delaware Law to any underlying claims). Participant also agrees that this section survives any termination of this Agreement.
13. MISCELLANEOUS.
13.1 Mutual Customers Agreements. This Agreement does not alter any rights or obligations of either Party as set forth in any Mutual Customers Agreement, including, for clarity, with respect to Data.
13.2 Notices. All Legal Notices required or permitted to be given by a Party must be (a) in writing and (b) either (1) sent by commercial delivery service or certified mail, return receipt requested, or (2) Email Notice, with notice deemed to have been given upon receipt of the email (regardless of whether the email is opened), with such receipt confirmed by “delivery receipt” received by the sender. All such notices are deemed to have been given on the sooner of the date set forth in the records of the delivery service or confirmation of receipt as described herein.
13.3 Governing Law and Forum. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of laws principles. Subject to the arbitration requirements of this Agreement, any litigation arising out of or relating to this Agreement shall be brought exclusively in (a) the Delaware Court of Chancery for any action seeking equitable or injunctive relief, or (b) the state or federal courts located in Delaware for all other actions. Customer irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue or forum.
13.4 Order of Precedence. In the event of any conflict in contract terms, and unless otherwise specified expressly on the Participation Form, the order of precedence will be, from highest to lowest priority: (i) the terms appearing in the applicable Participation Form, (ii) the terms of any exhibits or other attachments, and (iii) the terms of this Agreement. Terms will not be interpreted strictly against a Party by virtue of such Party’s role in preparing or drafting them.
13.5 Entire Agreement. This Agreement, including all Participation Forms, exhibits and other attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to such matters, whether oral or written.
13.6 Order Form Effectiveness. Participation Forms may be executed in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of the Parties need not appear on the same counterpart. A Party may submit an executed counterpart via scanned PDF, which will be treated as an originally-signed document. Certain Participation Forms may be executed by means of electronic or digital signatures. Any such electronic or digital signature will be deemed to satisfy all requirements imposed on electronic or digital signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN), and any similar Laws relating to the validity or enforceability of electronic or digital signatures.
13.7 Amendments and Modifications. Any amendments or modifications of these Integration Terms and Conditions, any attachments, or the applicable Participation Forms will only be effective if in writing and signed by each Party, or if by EPIC by providing Email Notice at least thirty (30) days in advance.
13.8 Independent Contractor. Each Party, in all matters relating to this Agreement, will act as an independent contractor of the other Party. Neither Party will have authority nor represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, or to represent the other Party as an agent, employee or in any other capacity. Neither execution nor performance of this Agreement will be construed to have established any agency, joint venture or partnership.
13.9 Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties only and nothing contained herein will be deemed to give any third-party any intended or incidental claim or right of action against Participant or EPIC that does not otherwise exist without regard to this Agreement.
13.10 Non-Waiver and Severability. The failure of either Party to enforce any provision of this Agreement will not be deemed a waiver of such provision or the right of such Party thereafter to enforce such provision. If any provision is deemed invalid or prohibited by Law, such provision will, if possible, be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable Law. In any event, the remainder of the provisions will remain in full force and effect.
13.11 Headings. The heading used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
13.12 Remedies Cumulative. Except as otherwise expressly provided otherwise, all remedies provided herein are cumulative and in addition to and not in lieu of any other remedies available to a Party in connection with this Agreement, or at law or in equity.
13.13 Survival. Sections 1 (Definitions), 3 (Use Restrictions), 4 (Fees and Payments, but solely until all outstanding Fees not reasonably in dispute have been paid); 5 (Proprietary Rights and Licenses), 7 (Term and Termination), 8 (Confidential Information), 9 (Representations and Warranties), 10 (Indemnification), 11 (Limitations of Liability), 12 (Arbitration and Class Waiver), 13 (Miscellaneous), and any other provisions above that expressly state that they survive termination will survive the termination of this Agreement. In addition, any provisions above that should reasonably survive termination in accordance with their respective terms will also so survive, as will any outstanding payment or tax obligation hereunder, and any cause of action or claim of either Party, whether in Law or in equity.
13.14 Assignment. Participant may not assign the applicable Participation Form or any rights or obligations under such Participation Form, whether by operation of Law or otherwise, without the prior written consent of EPIC, which may be withheld in its sole discretion. EPIC may assign the applicable Participation Form, together with all of Participant’s applicable Agreements, additional terms and conditions, amendments, addendums and the like, upon Email Notice to Participant.
For Job Candidates
Candidate Privacy Notice
At EPIC Auto, Inc. ("EPIC"), we understand the importance of privacy and transparency. The purpose of this Candidate Privacy Notice (“Notice”) is to explain how EPIC Auto, Inc. and its subsidiaries and affiliates (collectively, “EPIC”, “we”, “our”, or “us”), collect, use, and share personal data and information from and about potential candidates (“you” or “your”) for positions with EPIC (“Candidate Information”).
Please note that if you submit your resume or other related information (collectively, “Candidate Information”) through our website, we may also collect and process information about you in connection with your access to or use of EPIC’s website. Additional information regarding our use of your data can be found in our Privacy Statement. Further information about the types of cookies we use on our website, why we use them, and how you can control or limit the use of cookies can be found in our Cookie Policy.
Our Data Practices
Information We Collect
We collect Candidate Information provided by (1) you, including through EPIC’s Careers page (available at https://withepic.com/join-the-team), (2) third parties, such as background check providers, recruitment consultants or professional recruitment agencies, or (3) EPIC itself through candidate research. We may also derive Candidate Information by creating a profile reflecting your employment preferences, characteristics, behavior, intelligence, abilities, and aptitudes, such as through notes taken as part of the interview process.
We collect the following categories of Candidate Information about candidates we consider for jobs:
- identifiers and contact information, including your full name, address, phone number, email address, or other contact information;
- professional or employment-related information, including information in your resume or CV; your work history, certifications, professional licenses, and other experience; and contact details of your former/current employer (when such details contain your personal data);
- education information, including information about your degrees and training; transcripts; and academic achievements;
- social networking and similar information, such as social media and public profile information, including URLs related to your LinkedIn, Twitter, GitHub, and Portfolio profiles, and your personal website;
- in certain regions (like the US) and as permitted by applicable law we may collect demographic and other sensitive information (e.g., race, gender, veteran status, ethnicity, sexual orientation, and disability status); and
- other information you submit, including additional information provided in an application form, cover letter, or other work product.
If your application progresses, we will also collect the following Candidate Information:
- information collected as part of the interview process, such as notes taken from your interview (when they contain your personal data); and personal data included in any take-home project;
- information necessary to schedule your interview, including identifiers such as your address, your Known Traveler Number, and any frequent traveler details;
- audio and visual information, including photographs for work profiles and security footage gathered on EPIC premises.
- electronic network activity information and usage data, including your use of EPIC equipment, devices, software and other assets.
- details about employment expectations, including, to the extent they contain your personal data, type of employment sought, compensation expectations, willingness to relocate, and other job preferences;
- (if and to the extent relevant for a specific role) information necessary to run a background check, such as information obtained either from you or through reference and background checks, subject to any further permissions or notifications required and/or permitted by applicable law, usually by way of providing an official Certificate of Good Conduct; and
- information required to initiate employment, including proof of eligibility to work in a specified country (such as a passport or visa); demographic information such as your date and place of birth, and citizenship; identifiers such as your social security number (where required and/or permitted by law), national insurance number, other government-issued identifier, tax identifiers and related tax information (where required and/or permitted by law), and bank account numbers and related information; benefits eligibility information; and other information you provide for the purposes of starting employment or executing an employment agreement.
How We Use Your Information
We use the Candidate Information collected about you to process your application for employment and to comply with statutory obligations we have in relation to your application, including confirming your eligibility to work in a given location.
We will also use your Candidate Information for the following purposes:
- administering and processing your application, including verifying your identification, experience and other information you submit and, if your application progresses, any interview information and background check information;
- communicating with you about your application, including contacting you via phone, email or social media platforms about your application and, if your application progresses, coordinating any interview and background check;
- assessing and evaluating your suitability for the role for which you have applied, or for other vacancies, including verifying your identification, experience and other information you submit and, if your application progresses, any interview information and background check information;
- conducting reference and background checks, including criminal records checks, as part of your application, subject to applicable law, including verifying your identification, experience and other information you submit and, if your application progresses, any interview information and background check information;
- complying with applicable laws and employment-related requirements, including verifying identification information and information required to initiate employment, for purposes such as confirming ability to legally work in a specific location, setting up payroll, withholdings and benefits, and complying with statutory reporting requirements;
- improving our recruitment process, as permitted by applicable law and only in certain regions, including by generating analytics using Candidate Information to ensure we recruit a diverse set of candidates;
- informing you of career opportunities, including other vacancies for which you may be eligible; and
- for other notified purposes with your consent.
Please note that if you accept employment with EPIC, your Candidate Information will become part of your employment record and will be used for employment purposes in accordance with applicable law and any applicable personnel privacy notice. If you are not accepted for a role, however, we may still keep your application, including relevant Candidate Information, to allow us to consider you for other career opportunities with EPIC and provided that, if required by applicable laws, we obtained your prior consent for such longer retention of your personal data. If you do not want your information retained in the event you are not offered a position, as applicable, please refer to the following sections below for options that may be available to you: California Candidates Data Protection Rights and Canadian Candidates Data Protection Rights.
EPIC does not use your personal data for automated individual decision making (including profiling).
How We Disclose Your Information
We disclose your personal data to others as follows, or as otherwise described in this Notice:
- between and among EPIC and our subsidiaries and affiliated entities, as the specific entity you're applying to work for is part of a wider group of companies with headquarters in the United States and offices in various jurisdictions that share human resources and IT systems for processing your application, assessing your suitability for the role, and initiating employment (if applicable);
- with our data processors and other service providers, including data analytics service providers, background check service providers, and recruitment agencies, in connection with the services they perform for us or on our behalf. Where required, these service providers, partners, or vendors acting on our behalf will be subject to contractual obligations to implement appropriate technical and organizational measures to safeguard the Candidate Information, and to process it only as instructed.
- to law enforcement, government authorities, regulators, and other third parties, such as courts and other authorities, independent external advisers and internal compliance and investigation teams, if we believe such disclosure is in accordance with, or is otherwise required by, any applicable law, regulation, or legal process;
- in connection with, or during the negotiations of, any merger, sale of company assets, consolidation or restructuring, financing, or acquisition of all or a portion of our business by or into another company, as permitted by applicable law;
- as necessary to protect EPIC, including to establish, exercise, or defend against potential, threatened or actual legal claims;
- to enforce any contract with you or if we believe that your actions are inconsistent with our policies;
- to respond to any claims, to protect our rights or the rights of a third party, to protect the safety of any person or to prevent any illegal activity; or
- for any other notified purpose, with your consent or at your direction.
We may also use or disclose aggregated, anonymized, or de-identified information that cannot reasonably be used to identify you, to the extent permitted under applicable law.
Our Retention Practices
We retain Candidate Information for no longer than necessary to satisfy the purpose for which it was collected and used, as described in this Notice, unless a longer retention period is required or permitted under applicable law. As noted above, however, if you accept employment with EPIC, your Candidate Information will become part of your employment record and will be used for employment purposes in accordance with applicable law and any applicable personnel privacy notice.
Other Details
International Data Transfers
We operate internationally, and as a result, will transfer Candidate Information across international borders, including to/from Canada to the United States, for processing and storage. To the extent that Candidate Information is transferred from to territories/countries for which the applicable governing body has not made a finding that the legal framework in that territory/country provides adequate protection for individuals' rights and freedoms for their personal data, we will transfer such data consistent with applicable data protection laws.
California Candidates Data Protection Rights
The California Consumer Privacy Act or “CCPA”, as amended by the California Privacy Rights Act, affords candidates residing in California certain rights with respect to their Candidate Information. If you are a California resident, this section applies to you.
We collect, or have collected in the preceding 12 months, the categories of Candidate Information listed in the below table from the sources identified in the “Information We Collect” section. For details about the precise data points we collect, or have collected in the preceding 12 months, please see the “Information We Collect” section above. We use and disclose the Candidate Information for the business and commercial purposes listed in the following table, and we disclose the Candidate Information to the recipients also listed in the following table.
We retain the categories of Candidate Information in accordance with the retention practices described above in Our Retention Practices.
EPIC does not (1) “sell” or “share” (as those terms are defined by the CCPA) Candidate Information or (2) use or disclose sensitive personal information for any purpose other than what is specified in CCPA section 1798.121(a).
Subject to certain limitations, you have the right to (a) request to know more about the sources of and the categories and specific pieces of Candidate Information we collect, use, and disclose and the categories of third parties to which we disclose such information, (b) request deletion of Candidate Information, (c) request correction of inaccurate Candidate Information, and (d) not be discriminated against for exercising these rights. You may make these requests by emailing us at privacy@withepic.com. We will verify your request by asking you to provide information related to your recent interactions with us, such as your phone number and email address. We will not discriminate against you if you exercise your rights under the CCPA.
If we receive your request from an authorized agent who does not provide a valid power of attorney, we may ask the authorized agent to provide proof that you gave the agent signed permission to submit the request to exercise rights on your behalf. In the absence of a valid power of attorney, we may also require you to verify your own identity directly with us or confirm to us that you otherwise provided the authorized agent permission to submit the request. If you are an authorized agent seeking to make a request, please email us at privacy@withepic.com.
Canadian Candidates Data Protection Rights
Under applicable law, you have certain rights in relation to your Candidate Information. These rights can differ by country and province.
Subject to certain limitations and exceptions, those rights include the right to: (i) know whether we process personal data about you, (ii) request access to or rectification of the personal data we process about you; (iii) object to, or request that we restrict, the processing of your personal data; (iv) request that we delete personal data about you; (v) request that we provide the personal data you provided to us in a structured, commonly used and machine-readable format, for transmission to another controller; (vi) revoke consent at any time where our processing is based on your consent; and (vii) lodge a complaint with your local supervisory authority.
If you’d like to exercise any of your rights, where applicable, please contact us using the contact information provided below.
Additionally, we are happy to provide you with a more detailed overview of our relevant processing purposes (as well as the related categories of data, retention periods and legal processing grounds) upon your request.
Changes to this Notice
We may change this Candidate Privacy Notice from time to time. If we make any changes, we will update the effective date at the top of this Notice. In addition, if any of the changes are material and impact your Candidate Information, we will also send you a copy via email.
Contacting EPIC
If you have any questions about this Candidate Privacy Notice, our privacy practices, or the Candidate Information we collect about you, or have requests related to such Candidate Information, you can contact us at privacy@withepic.com or by mail at:
Attn: Privacy
EPIC Auto, Inc.
1919 S. Shiloh Rd, Suite 310
Garland, TX 75042
U.S.A.
Effective: January 1, 2024
All Audiences
Cookie Policy
This Cookie Policy (“Policy”) explains how EPIC Auto, Inc. (“EPIC”) and its subsidiaries and affiliates, (collectively, “we”, “our”, or “us”), and trusted third parties, use cookies on our websites and other online services (collectively the “Services”), as well as your choices related to those cookies. Please review this Policy to learn more about the types of cookies we use, why we use them, and how you can control or limit the use of cookies.
To find out more about our privacy practices, please refer to our Consumer Privacy Policy and our Privacy Statement.
What Are Cookies
Cookies are small data files stored on your browser or device, which can be in the form of session cookies (which expire once you close your web browser) or persistent cookies (which stay on your browser for a set period of time or until you delete them). They generally contain information such as website preferences, user settings, and browsing history. This information helps us recognize you as you interact with or revisit our Services.
Cookies may be served by the entity that operates the website you are visiting (“first-party cookies”) or by other companies (“third-party cookies”). For example, we use first-party cookies to remember your settings and preferences, such as language and location. We also integrate third-party analytics cookies, like Google Analytics, onto our websites to help us understand how you are using our websites so that we can improve them.
We also use other technologies that function similarly to cookies. For instance, we use web beacons (also called pixels), which are small images on a web page or in an email. Web beacons collect information about your browser or device and can set cookies. In addition, we use local storage, which allows data to be stored locally on your browser or device.
How We Use Cookies
We use cookies for a number of reasons, like helping us determine the popularity of certain content, improving our Services and your experience, and to better understand your online activity. The cookies we use generally fall into one or more of the following categories:
Your Choices
You have the right to choose whether or not to accept cookies. However, since cookies can be an important part of how our Services work, if you remove or reject cookies, this could affect the availability and functionality of our Services.
Below are some options to control or limit how cookies are used on our Services:
- You can usually manage settings to remove or reject browser cookies manually within your browser’s configuration settings. To manage these settings, please follow the instructions given by your browser.
- To prevent your data from being used by Google Analytics, you can install Google’s opt-out browser add-on.
- For information on how our advertising partners may allow you to opt out of receiving ads based on your web browsing history, please visit http://optout.aboutads.info/. In addition, Canadian users should visit Digital Advertising Alliance of Canada to learn more about how to opt out of receiving these types of ads.
Changes to This Policy
We may update or change the cookies (or similar technologies) we use from time to time. The most up-to-date version of this Policy will be posted on our website, and if we make any changes, we will note the modification in the Legal Changelog, as we deem appropriate. We recommend that you check back periodically for any changes.
Contacting Us
If you have any questions about our use of cookies or this Policy, you can contact us at privacy@withepic.com.
Effective: January 1, 2024
Privacy Statement
INTRODUCTION
Welcome to the EPIC Auto, Inc. ("EPIC") Privacy Statement. EPIC provides data processing services to motor vehicle dealerships, financial institutions and other industry business entities including subsidiaries and affiliates; and processes data collected and purchased by EPIC to provide shared services across the EPIC Products and its subsidiaries and affiliates. For information concerning the privacy policies of these affiliates or subsidiaries, please visit their websites. When you use or visit our Site, we may collect the following types of information:
- Personal information you choose to provide to us, for example, when you make requests for information and assistance, such as:
- Your name;
- Mailing address;
- E-mail address; and
- Telephone number.
- Information about the company for which you work.
- Sensitive information to register for certain products and services.
- Technical information, through our use of cookies, sensors, log files, and other technical mechanisms, such as:
- Browser type;
- IP address;
- Mobile device type and identifier;
- Screen resolution;
- Operating system;
- The date and time of a visit or use;
- The pages visited on the Site; and
- The time spent viewing particular pages of the Site.
To view the Terms of Service for using this Site, please review our Visitor Agreement. By visiting the Site and sharing any information with us, you agree to be bound by this Privacy Statement and the Site’s Terms of Service.
CONTENTS OF PRIVACY STATEMENT
- Scope
- What EPIC Does
- Information Collection & Use
- EPIC Does Not Intend to Market to Children
- Information Security
- Your Choices
- Your California Privacy Rights
- Your Virginia Privacy Rights
- Changes to our Privacy Statement
- How to Contact Us
SCOPE
This Privacy Statement is primarily intended to provide a description of the ways in which we collect and use information to provide data processing services. Neither the Site, nor our online activities or services for our clients, are directed toward or intended for children under the age of 18. If you are under eighteen (18), you should not provide any personal information to us. We do not collect Personally Identifiable Information (“PII”) from any person of whom we have actual knowledge is under the age of 18. By using our website for submitting information to us, you consent to our use and sharing of the information collected or submitted as described in this Privacy Statement.
Please be aware that in addition to our Site, we may also collect information from you for various purposes, including, but not limited to, providing advertisements about goods and services likely to be of greater interest to you. Such information collected by such websites and mobile applications and their affiliated or third-party partners may include any PII you choose to provide in registering and transacting with such websites and mobile applications. Although we choose our business partners and clients carefully, EPIC is not responsible for the privacy practices of websites and mobile applications operated by such third parties. You should check the applicable privacy policies of such websites and mobile applications you visit to determine how they handle any
INFORMATION COLLECTION AND USE
In addition to the information we have collected directly about you from our Site, we may collect information about you through the use of our first-party technology enabled on our third-party websites. When you visit any website, mobile site, app or other digital media property where our technology is enabled (“Client Sites”), we may collect information about your interaction with, and the content on, that Client Site. The information collected via the technology EPIC utilizes may use PII that it has collected or that it obtains from related third parties or affiliates to create data segments and intent profiles, based upon User interactions with our Clients as well as other User behavior, such as the websites visited and mobile applications used by a User. We also collect or purchase PII through third parties that can be combined with information we get from you directly or collect through our use of technology. EPIC licenses the data collected as described herein to third parties in connection with our business, including to our Customers, our partners and other third parties (collectively our “Business Partners”). This shared information may include PII information. The information we share may also be combined with third-party data to provide an even broader service to our Customers and Business Partners.
We may otherwise disclose information collected from the Site and through the technology we have if we have a good-faith belief that the disclosure is reasonably necessary to comply with the law, legal process or an enforceable government request; to enforce applicable terms of use for our services; to detect, prevent or otherwise address illegal activity, fraud, or security issues; or to protect the property or safety of our users, EPIC, or the public as required or permitted by law. We may also make PII available to subsidiaries and affiliated companies that are under common ownership or control.
We may transfer information, including PII, to a successor entity in connection with a corporate merger, consolidation, sale of assets, bankruptcy, or other corporate change. If EPIC is involved in any such transaction, you will be notified via prominent notice on our Website of any change in ownership or uses of your information, as well as any choices you may have regarding your information.
We also provide information to third parties who provide services to EPIC in connection with operating and maintaining the Site and the technology. These service providers are prohibited from using the information we provide for purposes other than performing services for EPIC. In addition, we may share aggregated information with Business Partners and the general public, such as usage statistics or demographic trends regarding how you and others may interact with the Site and/or Technology.
DATA SECURITY
The security of your information is important to us. EPIC has implemented reasonable security measures to protect the information, including without limitation, use of firewalls, encryption, cybersecurity controls, application controls and monitoring. No method of electronic storage or transmission over the Internet is 100% secure. So while EPIC strives to use commercially reasonable means to protect your information, we cannot guarantee complete security. If you have any questions about these security practices, please email us at privacy@withepic.com.
EPIC DOES NOT INTEND TO MARKET TO CHILDREN
EPIC’s Site and technology is designed for people 18 years of age and older. We do not knowingly collect PII from anyone under the age of 13. If we are made aware that we have received PII from someone under the age of 13, we will use reasonable efforts to remove that information from our records.
YOUR CHOICES
You are entitled to make certain choices about how we communicate with you. You may choose not to provide PII, even though that might impact your ability to register or receive a particular product or service.
1. We provide a cookie banner consent notice on our home page to inform visitors about cookies, their purposes, your rights, and to request your consent to activate those cookies. This cookie banner gives you the option to opt in or out of using cookies, adjust cookie settings, and informs consumers of how they may accept cookies and/or opt-out of the sale of their personal information via a “Do Not Sell My Personal Information” function.
2. We recognize certain Global Privacy Control (“GPC”) browser settings that notify us of your privacy preferences in accordance with applicable state privacy laws.
3. You may choose not to provide PII, even though that might impact your ability to register or receive a particular product or service.
4. If you do not want to receive marketing email from us, you can follow the unsubscribe link provided in those emails.
5. You have a number of choices regarding certain technologies. Most web browsers automatically accept cookies, but you can usually modify your browser’s setting to decline cookies if you prefer. You may also render some web beacons unusable by rejecting their associated cookies and disable or delete similar data used by browser add-ons, such as Flash cookies, by changing the add-on’s settings or opting out at the website of the technology provider. If you choose to decline cookies or similar technologies, however, please note that certain features may not function properly or at all as a result. You may be able to adjust the use of advertising identifiers on mobile devices through the settings on your device.
6. If you do not want us to use Location Information, you can decline our initial invitation to provide that information, or opt out by changing the location services settings on your mobile device. However, please note that certain features may not function properly or at all as a result if you opt out.
YOUR CALIFORNIA PRIVACY RIGHTS
This PRIVACY NOTICE FOR CALIFORNIA RESIDENTS supplements the information contained in the Privacy Statement of EPIC and its subsidiaries and affiliates (collectively, “we,” “us,” or “our”), and applies solely to consumers who reside in the State of California (“consumers” or “you”). We adopt this notice to comply with the California Consumer Privacy Act (“CCPA), the California Privacy Rights Act (“CPRA”) and other California privacy laws (hereinafter the “California Privacy Laws”). Any terms defined in the CCPA and CPRA have the same meaning when used in this notice.
INFORMATION WE COLLECT
We obtain the categories of personal information listed above from the following categories of sources:
- Directly from our customers or their agents. For example, from documents that our clients provide to us related to the services for which they engage us.
- Indirectly from our clients or their agents. For example, through information we collect from our clients in the course of providing services to them.
- Directly and indirectly from activity on our Sites. For example, from submissions through our website portals or website usage details collected automatically.
- From third-parties that interact with us in connection with the services we perform.
DATA RETENTION
Except as otherwise permitted or required by applicable law or regulation, we retain Personal Information in the categories set forth above only for as long as we have a legitimate business need to provide our services in the automotive marketplace. Because an average consumer usually goes through a vehicle sale and/or purchase infrequently, we keep some categories of information longer than others so that we can provide our services, such as identifiers, vehicle/commercial information, Internet or network activity, and inferences.
To determine the appropriate retention period, we consider various criteria, including whether the Personal Information continues to be necessary to provide our services; the amount, nature, and sensitivity of the Personal Information; the potential risk of harm to consumers from unauthorized use or disclosure; and the purposes for which we collect the Personal Information.
We continually review and enhance our retention practices in order to protect consumers while providing our services.
SHARING PERSONAL INFORMATION
We may disclose your personal information to a third party for a business purpose. When we disclose personal information for a business purpose, we enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.
In the preceding twelve (12) months, we have disclosed the following categories of personal information for a business purpose:
- Category A: Identifiers.
- Category B: California Customer Records personal information categories.
- Category C: Protected classification characteristics under California or federal law.
- Category D: Commercial Information.
- Category F: Internet or other similar network activity.
- Category G: Geolocation Data.
- Category I: Professional or employment-related information.
- Category K: Inferences drawn from other personal information.
- Category L: Sensitive Personal Information.
We disclose your personal information for a business purpose to the following categories of third parties:
- Our affiliates.
- Service providers.
- Third parties to whom you or your agents authorize us to disclose your personal information in connection with products or services we provide to you.
In the preceding twelve (12) months, we have sold the following categories of personal information:
- In the preceding twelve (12) months, we have not sold any personal information.
YOUR RIGHTS AND CHOICES
The California Privacy Laws provide California residents with specific rights regarding their personal information. This section describes your California privacy rights and explains how to exercise those rights.
Access to Specific Information and Data Portability Rights
You have the right to request that we disclose certain information to you about our collection and use of your personal information over the past 12 months. Once we receive and confirm your verifiable consumer request, we will disclose to you:
- The categories of personal information we collected about you.
- The categories of sources for the personal information we collected about you.
- Our business or commercial purpose for collecting or selling that personal information.
- The categories of third parties with whom we share that personal information.
- The specific pieces of personal information we collected about you (also called a data portability request).
- If we sold or disclosed your personal information for a business purpose, two separate lists disclosing:
- sales, identifying the personal information categories that each category of recipient purchased; and
- disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained.
California Civil Code Section 1798.83 entitles California users to request information concerning whether a business has disclosed certain information about you to any third parties for the third parties’ direct marketing purposes. California users who wish to request further information in compliance with this law or have questions or concerns about our privacy practices and policies may contact us as specified in the “How to Contact Us” section below.
Right to Limit Use and Disclosure of Sensitive Personal Information
You have the right, at any time, to direct us to limit your sensitive personal information to that use which is necessary to perform the services reasonably expected by an average consumer who requests those services. We may decline to limit the use and disclosure of sensitive personal information for the following reasons:
- To perform the services or provide the goods reasonably expected by an average consumer who requests those goods or services.
- To prevent, detect, and investigate security incidents that compromise the availability, authenticity, integrity, and or confidentiality of stored or transmitted personal information, provided that the use of the consumer’s personal information is reasonably necessary and proportionate for this purpose.
- To resist malicious, deceptive, fraudulent, or illegal actions directed at the business and to prosecute those responsible for those actions, provided that the use of the consumer’s personal information is reasonably necessary and proportionate for this purpose.
- To ensure the physical safety of natural persons, provided that the use of the consumer’s personal information is reasonably necessary and proportionate for this purpose.
- For short-term, transient use, including, but not limited to, non-personalized advertising shown as part of a consumer’s current interaction with the business, provided that the personal information is not disclosed to another third party and is not used to build a profile about the consumer or otherwise alter the consumer’s experience outside the current interaction with the business.
- To perform services on behalf of the business, provided that the use of the consumer’s personal information is reasonably necessary and proportionate for this purpose.
- To verify or maintain the quality or safety of a product, service, or device that is owned, manufactured, manufactured for, or controlled by the business, and to improve, upgrade, or enhance the service or device that is owned, manufactured by, manufactured for, or controlled by the business, provided that the use of the consumer’s personal information is reasonably necessary and proportionate for this purpose.
- For purposes that do not infer characteristics about the consumer.
Correction Request Rights
You have the right to request that we correct inaccurate personal information, taking into account the nature of the personal information and the purposes of the processing of the personal information. Once we receive and confirm your verifiable consumer request, we shall use commercially reasonable efforts to correct the inaccurate personal information, pursuant to California Civil Code Section 1798.130 and regulations adopted pursuant to paragraph (8) of subdivision (a) of Section 1798.185.
Deletion Request Rights
You have the right to request that we delete any of your personal information that we collected about you and retained, subject to certain exceptions in the California Privacy Laws. Once we receive and confirm your verifiable consumer request, we will delete your personal information from our records, unless an exception applies, and we will direct our service providers to similarly delete your personal information from their records.
Right to Opt-Out of Sales or Sharing of Personal Information
You have the right to opt-out of our sale or sharing of your personal information. To the extent that we sell your personal information, as the term “sell” is defined under the California Privacy Laws, you have the right to opt-out of the sale of your personal information by us to third parties at any time. You may submit a request to opt-out by clicking Do Not Sell My Data.
Exercising Access, Data Portability, Limiting Use of Sensitive Personal Information, Correction and Deletion Rights
To exercise the access, data portability, limiting use of sensitive personal information, correction and deletion rights described above, please submit a “verifiable consumer request” (defined below) to us by either:
- Calling us at 1-888-594-7627
- Visiting the Consumer Privacy Request Form
Only you or someone you authorized to act on your behalf, may make a verifiable consumer request related to your personal information. You may also make a verifiable consumer request on behalf of your minor child.
A verifiable consumer request must:
- Provide enough information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative; and
- Describe your request with enough detail that allows us to properly understand, evaluate, and respond to it.
You may only make a verifiable consumer request for access or data portability twice within a 12-month period.
We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. Making a verifiable consumer request does not require you to create an account with us. We will only use personal information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.
NON-DISCRIMINATION
We will not discriminate against you for exercising any of your rights under the California Privacy Laws. Unless permitted by the California Privacy Laws, we will not deny you goods or services, charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties, provide you a different level or quality of goods or services, suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services; or retaliate against an employee, job applicant, or independent contractor.
YOUR VIRGINIA PRIVACY RIGHTS
This section applies to Virginia residents that use our Services for individual or household purposes. Capitalized terms used in this section shall have the same meaning as under applicable Virginia law.
This section describes our collection, use, and disclosure of information that is linked or reasonably linkable to an identified or identifiable national person, excluding de-identified or publicly available information (“Personal Data”). You can learn more about the Personal Data we process and the purpose for processing such information in the “The Information We Collect” section above. You can also learn more about our disclosure of Personal Data and the categories of third parties we disclose Personal Data to in the “How We May Use the Information We Collect” section above.
Some of the ways that we disclose Personal Data may constitute a Sale. You have the right to opt-out of the Sale of your Personal Data, as described below. We may also process your Personal Data for Targeted Advertising, as described in the “Information Collection and Use” section above. You have the right to opt-out of the processing of your Personal Data for Targeted Advertising, as described below.
If you are a Virginia Consumer, subject to certain conditions and restrictions, you have the following rights with regard to your Personal Data:
- Right to Access. You have the right know the Personal Data that we may hold about you and access such Personal Data.
- Right to Correct. You have the right to request that we correct inaccuracies in your Personal Data.
- Right to Delete. You have the right to request that we delete all Personal Data that we have collected from or obtained about you.
- Right to Opt-Out of Sales. You have the right to opt-out of the Sale of Personal Data. You can learn more about your right to opt-out of the Sale of Personal Data in the “Information Collection and Use” section above.
- Right to Opt-Out of Targeted Advertising. You may request that we stop disclosures of your Personal Data for Targeted Advertising. You can opt out of delivery of targeted advertising to you by multiple companies by visiting www.aboutads.info/choices.
- Right to Opt-Out of Profiling. You have the right to opt-out of our processing of Personal Data for the purposes of profiling. Our profiling does not result in decisions that produce legal or similarly significant effects however we still provide you the right to opt-out.
- Right to Appeal. If you are unsatisfied with our actions related to the exercise of one of your privacy rights above, you may appeal our decision.
- Sensitive Data. Our processing of your Sensitive Data will be based on your consent. For example, in the course of using our Services, you may allow us to use your precise geolocation. You may be able to limit or disallow this use of location data by adjusting the settings for our applications on your device’s privacy settings.
You may submit requests related to these rights by visiting the Consumer Privacy Request Form. Please note that, depending on the nature of your request, you may be asked to provide information to verify your identity before your request can be processed. We will confirm receipt of your request and respond to your request as soon as we reasonably can and no later than legally required. You may exercise your privacy rights under the VCDPA free of charge up to no more than twice annually. If you make a privacy rights request, we will retain the Personal Data provided to us to fulfill your privacy rights request for our record-keeping purposes.
CHANGES TO OUR PRIVACY STATEMENT
We may update this Privacy Statement from time to time. If we decide to change this Privacy Statement, we will post the updated Privacy Statement to the Website and note the modification in the Legal Changelog, as we deem appropriate. We reserve the right to modify this Privacy Statement at any time.
HOW TO CONTACT US
If you have any questions or comments about this Privacy Statement, or if you would like us to update information we have about you or your preferences, please contact us by the following:
Website: withepic.com
Email: privacy@withepic.com
Postal Address:
Attn: Privacy
EPIC Auto, Inc.
1919 S. Shiloh Rd, Suite 310
Garland, TX 75042
U.S.A.
Effective: January 1, 2024
Visitor Agreement
Welcome to withEPIC.com, a website owned and operated by EPIC Auto, Inc. (“EPIC”). In this Visitor Agreement, the terms “EPIC,” “we,” “us,” and “our” refer to EPIC and the terms “you” and “your” refer to you as a user of this Site.
The withEPIC.com website (“Site”) is for employees and representatives of motor vehicle dealerships, financial institutions, government agencies and other business entities.
By using this Site, you accept the terms of this Visitor Agreement (the “Terms”). This is a legally binding agreement between you and EPIC; please read it carefully. When using this Site, you may be subject to other posted terms and guidelines applicable to certain services available on this Site. All terms and guidelines on this Site, including our Privacy Statement and Cookie Policy, are part of this Visitor Agreement. Unless explicitly stated otherwise, any features or services available at any time on this Site are subject to this Visitor Agreement. Accessing this Site in any manner, even through automated means, constitutes your use of the Site and your agreement to be bound by these Terms. We may change the Visitor Agreement from time to time and will note the modification in the Legal Changelog, as we deem appropriate. Your continued use of this Site after the posted update constitutes your agreement to be bound by the Visitor Agreement as modified, except that modifications do not apply to any dispute arising prior to their effective date. We may change, restrict access to, suspend, or discontinue this Site, or any portion of this Site, at any time.
The material that appears on this Site is for general informational purposes only. While we aim to provide a site that is useful, be mindful that the site may, from time to time, contain errors. We make no guarantees regarding the accuracy, completeness, timeliness, or reliability of any of the materials or information on this Site, and you should not rely on it without independent verification.
We invite you to bring to our attention any materials or information on this Site that you believe to be inaccurate. Please forward a copy of the materials or information to our Customer Service department, EPIC, Attn: Customer Service, 1919 S. Shiloh Rd, Suite 310, Garland, TX 75042 along with an explanation of the inaccuracies.
Description of Service. This Site is operated only as an advertising and research service. This Site contains research, resources and other content (collectively, the “Content”), including, for individuals working in the automotive or related industries, as well as opportunities for such individuals to connect with each other, with EPIC and its affiliates, and with relevant advertisers.
The Content is for your general informational purposes only. We reserve the right at any time to modify, update, suspend or discontinue all or part of this Site and/or the Content, including your account(s) and any content that you create, with or without notice to you. You agree that EPIC will not be liable to you or to any third party for any such modification, suspension or discontinuation of the Site and/or Content.
Ownership and Permissions. This Site and the Content are the property of EPIC, its affiliates and licensors, and are protected by U.S. copyright laws, international conventions and other copyright laws.
The names of other products and services on this Site may be the trademarks of their respective owners. The Content and any trademarks and service marks on this Site shall at all times remain the property of EPIC, its affiliates, or third party owners.
Except as explicitly provided in these Terms, you may not sell, store, distribute, transmit, display, reproduce, modify, migrate, create derivative works from or otherwise exploit any part of this Site or any of the Content. You may not use automated means, such as robots, screen scrapers or spiders, to collect and/or index any of the Content. You may display, print or save a single copy of any page of this Site or a single copy of any downloadable report, brochure, research paper, presentation or other downloadable document for your own use, but you may not otherwise reproduce any of the Content without the written consent of the owner. You may not store any significant portion of, or distribute copies of, the Content in any form (including electronic form), without EPIC’s prior written consent.
You may not frame any part of this Site, nor incorporate into another website, application or service any intellectual property of EPIC its affiliates or its licensors.
We may terminate your access to this Site if you appear to have infringed the intellectual property rights of us or others, and/or we may remove material that has prompted a complaint of infringement or appears to us to be infringing. If you believe that your intellectual property rights have been infringed by content posted or distributed via the website, please notify us by sending an email to legal@withepic.com or by sending a notice by U.S. Mail to: EPIC, 1919 S. Shiloh Rd, Suite 310, Garland, TX 75042, Attn: Legal.
You further agree that you will not attempt or do any of the following:
1. interfere with or disrupt this Site, EPIC or our computer systems, servers or networks;
2. attempt to gain unauthorized access to any part of this Site, to accounts that belong to other users, or to computer systems or networks connected to this Site;
3. engage in any systematic extraction of data or data fields, including, without limitation, email addresses, by use of any automated mechanism, such web robots, crawlers, or spiders (except in strict conformance with the Robots Exclusion Protocol) or otherwise;
4. collect information about others without their consent;
5. interfere with the use of this Site by any other individual or party;
6. impersonate any person, or otherwise attempt to mislead others about your identity, or post material under secondary user names or other aliases; or
7. share any user name and/or password you have on this Site with any other person.
Without limiting any of EPIC’s other rights or remedies, a violation of any of the above may result in the removal of any content you have transmitted or posted, revocation of any accounts you have on this Site or on our affiliated websites and services, and a ban from creating new accounts on this Site.
Survey Responses, Feedback and Other Communications with Us. By submitting ideas, survey responses, feedback, suggestions, comments, documents and/or proposals to EPIC (either directly or through our third-party service providers) through surveys, the “contact us” form, email or other communications, you acknowledge and agree that such communications: (a) do not contain confidential or proprietary information; and (b) automatically become the property of EPIC without any obligation of EPIC to you. You agree that EPIC shall be entitled to use, copy, modify, disclose (or choose not to use or disclose), delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute the content of any of your communications with us for any purpose, in any way, in any media worldwide, and that you are not entitled to any compensation or reimbursement of any kind under any circumstances with respect to your communications with us.
Your Account(s) and Registration(s). In the event that you create an account on this Site or register for any service offered through this Site, you agree to provide accurate, current and complete information about yourself and, if applicable, your company, and to update that information if it changes. Failure to provide accurate and timely information may result in your account being closed and/or your access to the Content or this Site provided through your account being suspended or discontinued.
Your right to use this Site is personal to you and you may not sublicense, transfer, sell or assign this agreement to any third party without our approval. Any attempt to do so will be void. You agree that you are responsible for all use of your account (under any name or password), and you agree that EPIC can assume that any communication from your account using your account name and password came from you.
As part of the process of creating an account or registering for a service provided through this Site, you will choose a password. It is your responsibility to keep this password confidential. If you find out that your password or account is being used by someone else, or you discover any other breach of security, you agree to notify us immediately by clicking here.
EPIC reserves the right to disclose any information we collect through user accounts and registrations in accordance with our Privacy Statement.
Termination. You agree that we may, under some circumstances and without prior notice to you, terminate your use of and access to all or part of this Site. Some of the reasons for such termination may include, but may not be limited to, (a) a breach or violation or suspected breach or violation of these Terms or other incorporated agreements or guidelines, (b) a request by law enforcement or another government agency, (c) our decision to discontinue or change all or part of this Site, (d) technical or security issues, or (e) fraudulent or illegal activities. All terminations will be made in our sole discretion and you agree that we will not be liable for any termination of your use of or access to this Site or the Content.
Links and Widgets. This Site may include links or widgets to other websites or to applications that we do not control. We are not responsible for the content, products or services available through these websites or applications, which are subject to their own terms of use and privacy policies. Such links and widgets are for your convenience and do not imply our endorsement. You release EPIC and its affiliates from any damages that you may incur, and agree not to assert any claims against us, arising from your use of any third-party websites or applications or from your purchase or use of third-party products and services.
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. EPIC PROVIDES THESE SERVICES TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. EPIC AND ITS OWNERS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
EPIC AND ITS OWNERS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE CONTENT WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF THE CONTENT AND OF ANY PRODUCTS OR SERVICES ACCESSED, PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; (v) SERVERS THAT MAKE THE CONTENT AVAILABLE TO YOU ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND (vi) ANY ERRORS WILL BE CORRECTED.
LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT EPIC AND ITS OWNERS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EPIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE OR THE CONTENT OR THE USE OF ANY MATERIAL MADE AVAILABLE THROUGH ANY OTHER WEBSITE OR SERVICE ACCESSIBLE FROM THE SITE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, YOU AGREE THAT EPIC IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, TORTIOUS OR ILLEGAL CONDUCT OF YOU OR ANY OTHER PARTY OR ANY INFRINGEMENT OF YOUR OR ANOTHER’S RIGHTS ARISING ON, FROM, OR IN CONNECTION WITH THE SITE OR THE CONTENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY.
INDEMNITY AND RELEASE. When you use this Site, you are agreeing to indemnify EPIC, its owners, shareholders, subsidiaries, affiliates, officers, employees, partners and licensors and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from or related in any way to your use of this Site or the Content, including any content you provide, or any breach of these Terms.
This Visitor Agreement has been made in, and will be construed in accordance with the laws of, the State of Delaware, without regard to its choice of laws rules. By using this Site, you consent to the exclusive jurisdiction and venue of the state and federal courts in Delaware in all disputes arising out of or relating to this Visitor Agreement or the use of this Site.
Please report any violations of these Terms to us immediately by clicking here.
Effective: January 1, 2024
Legal Changelog
Changes to our legal policies
Our mission at EPIC is to enable innovation across automotive and financial services. As a result, we’re constantly working to improve our existing services, and to develop new services that give developers the ability to create amazing products, and for consumers to connect their financial data to their favorite apps and enable customer services.
As we make changes to our services, we review and update our legal policies to reflect those changes. Additionally, we may periodically revise and reorganize the language in our policies to make them easier to follow and understand.
Stay up to date by reviewing highlights from the most recent changes to our policies, agreements, and other related information below. If you have any questions about these changes, please reach out to us at legal@withepic.com.
2024-04-16
We updated our Consumer Privacy Policy and Consumer Services Agreement.
2024-03-19
We updated our Consumer Account Terms and Short Message Service (SMS) Terms.
2024-02-21
We updated our Developer Services Agreement.
2024-01-24
We updated our Candidate Privacy Notice.
2024-01-08
We updated our Visitor Agreement, Privacy Statement and Cookie Policy.