eKYROS Conditions of Use

CONDITIONS OF USE AGREEMENT

EKYROS.COM, INCORPORATED
(“eKYROS”) has developed certain proprietary computer software program(s) (“Centerpiece Software”). The Centerpiece Software as it currently exists and as it may be supplemented, modified, updated or enhanced from time to time (collectively “Application”) is web-based and made available by means of the Internet for the benefit of eKYROS customers (the “Service”) at the eKYROS website (
www.ekyros.com
and referred to herein as the “Website”).

This Conditions of Use Agreement (this “Agreement”), along with the applicable provisions of Service Agreement (as defined in Section 2), are collectively referred to as the “Terms and Conditions.” The Terms and Conditions contain all items under which all users of the Service may access and utilize one or more components of the integrated suite of technology and service offered by eKYROS, any application program interface with the Website or with third-party websites, and mobile applications, equipment, or devices used to interact with the Application. Your use of the Website and access to the Service expressly signifies your agreement to the Terms and Conditions as well as your agreement to abide by the Terms and Conditions throughout your use of the Website and access to the Application and to the Service.

BY YOUR ACCESS AND USE OF THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER, IF APPLICABLE, YOU HAVE READ THIS AGREEMENT CAREFULLY AND FULLY UNDERSTAND YOUR OBLIGATIONS HEREUNDER, INCLUDING YOUR AGREEMENT TO ABIDE BY THE TERMS AND CONDITIONS, AND THAT, IF APPLICABLE, YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THE APPLICATION SERVICE PROVIDER AGREEMENT (“SERVICE AGREEMENT”) THAT IT MAY HAVE ENTERED INTO WITH EKYROS. If at any time you choose not to abide by, or otherwise do not agree to, the Terms and Conditions, you may not access or otherwise use the Application and the Service and should logout of the Website and Service or use your browser’s “Back” button to exit the Website and Service.

To use and access the Application, eKYROS will require you or your employer, as applicable, to register and obtain an appropriate user account in accordance with the Terms and Conditions. To that end, you or your employer, as applicable, will not provide incomplete, false, or misleading information as part of your registration or other information provided to eKYROS or to others in connection with your access or use of the Application. To that end, each individual who requests access to the Application will be assigned a username and password that is unique to such individual. You, as the accessing individual, are responsible for maintaining the confidentiality of your username and password and for all activities that occur under your username and password. You shall notify eKYROS immediately of any unauthorized use of your username and password or any other breach of security of which you become aware, whether such breach occurs with respect to the Application or the Service. You acknowledge and agree that eKYROS may take reasonable measures to verify the accuracy and completeness of any information that is submitted by you, or on your behalf, for the Service. Such measures may include contacting you to verify submitted information or to obtain additional information needed to ensure the accuracy of the submitted information.

eKYROS, in its sole discretion, reserves the right to change, modify, add, or remove any portion of the Terms and Conditions, in whole or in part, at any time. Please check this Agreement, the Service Agreement, or other applicable Terms and Conditions periodically for changes. Notification of changes in the Terms and Conditions will be posted on the Website or when the first user logs in to use the Application, but eKYROS has no obligation to notify you personally of such changes. Your continued access or use of the Application and the Service following the posting of any changes to the Terms and Conditions will be deemed to be your conclusive acknowledgement and acceptance of any changes to the Terms and Conditions.

The Website and the Application are protected by copyright, trademark, patent, and other intellectual property laws, pursuant to U.S. copyright laws, international conventions, and other copyright laws. All information and materials contained on the Website and within the Application (collectively, the “Content”) are protected by copyright and are either owned, controlled, or licensed by eKYROS. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content accessed through the Website and the Service. Unless otherwise expressly stated on the Website or within the Application, you may print, but may not otherwise copy, reproduce, frame, hyperlink, republish, download, post, transmit, or distribute the Content in any way without the express prior written consent of eKYROS, provided that you maintain all copyright and other intellectual property notices contained in such Content. Use of any robot, spider, other automatic device, or manual process to monitor or copy the pages on the Website or any other Content is strictly prohibited. Unauthorized modification of the Content or use of the Content for any unauthorized purpose is a violation of eKYROS’s copyright and other proprietary rights. For purposes of this Agreement, the use of any Content on any unauthorized or networked computer environment is prohibited.

eKYROS may change, suspend, or discontinue any aspect of the Application or Service at any time, including the availability of any Application feature, database, or Content. eKYROS may also impose limits on certain features and services or restrict or discontinue your access to parts or all of the Application or the Service without notice or liability.

Your right to use the Application or to access the Service and the Content is not transferable. Any password or right given to you to obtain Content or otherwise access information on the Website or within the Service is not transferable.

Except as otherwise specified herein, the Content will remain confidential and is subject to eKYROS’s privacy policies and procedures. Further and to the extent reasonably practicable, eKYROS and its affiliates, successors and assigns will have the right to use any data provided by you within the Application and to de-identify such data in accordance with the de-identification requirements established under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended from time to time (collectively, “HIPAA”), including the requirements set forth in 45 C.F.R. § 164.514(b) for the purpose of ministry research and any purposes related thereto. De-identified information does not constitute “protected health information” as defined under HIPAA and not subject to HIPAA and its privacy or security requirements.

You represent, warrant and covenant that you shall: (a) ensure that you and all your authorized users will comply with the Terms and Conditions; (b) not permit any person or entity, other than your authorized users, to use or gain access to the Application or the Service and shall provide reasonable security devices to protect against unauthorized usage of or access thereto; (c) not rent, lease, sublicense, distribute, transfer, copy, or modify any Content or any component of the Website, Application, or the Service; (d) only use the Application and Service for your internal business use and not in the operation of a service bureau or for the benefit of any other person or entity; (e) not translate, decompile, create, or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder; (f) not adapt the Application, Service, or the Website in any way or use it to create a derivative work; (g) not remove, obscure, or alter eKYROS’s proprietary notices, trademarks, or other proprietary rights notices affixed or contained in the Application or the Website; (h) not use Application, the Service or the Website in any manner, or in connection with any content, data, hardware, or other materials provided by you or on your behalf or any user (collectively, “Customer Materials”) that (i) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (ii) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing, or malicious, or (iii) violates any applicable international, federal, state, or local law, rule, legislation, regulation, or ordinance; (i) not use the Service or the Website for any illegal, vulgar, pornographic, profane, sexually explicit, obscene, offensive, indecent, or immoral purpose, or to transmit communications described in 47 U.S.C. Section 223(b); and (j) ensure that all Customer Materials are free from viruses, worms, Trojan horses, and other malicious code.

Both you and eKYROS acknowledge that successful implementation and use of the Service depends upon your provision of such hardware or software as eKYROS may reasonably recommend from time to time (collectively, the “Operating Environment”). You shall be responsible for providing the Operating Environment at your own expense.

eKYROS shall use commercially reasonable efforts to cause the Service to be accessible to you, as specified herein, twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by eKYROS, including, without limitation, any Force Majeure Event (as hereinafter defined). In the event of any interruption or failure of the Service, other than as permitted in accordance with this Paragraph 11, you shall promptly notify eKYROS thereof.

As between you and eKYROS, the Website, the Service, and the Application are and shall remain the sole and exclusive property of eKYROS, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. All rights not expressly granted to you herein are reserved to eKYROS.

eKYROS warrants that the Application will substantially conform in all material respects to the current documentation provided by eKYROS in connection with the Application, including, without limitation, any updates thereof (collectively, the “Documentation”) when used in the Operating Environment in accordance with the Documentation and all of the Terms and Conditions. In the event that the Application fails to perform in accordance with this warranty, you shall promptly inform eKYROS of such fact, and, as your sole and exclusive remedy, eKYROS shall either: (a) repair or replace the Application to correct any defects in performance without any additional charge to you; or (b) in the event that such repair or replacement cannot be done within a reasonable time, terminate the Terms and Conditions and provide you, as your sole remedy, with a pro rata refund of the Fees paid to eKYROS hereunder with respect to such calendar year.

BY ACCESSING AND USING THE SERVICE, WHETHER TO ACCESS THE APPLICATION OR OTHERWISE, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD EKYROS, AND ANY OF ITS OFFICERS, DIRECTORS, OWNERS, AGENTS, EMPLOYEES, INFORMATION PROVIDERS, AFFILIATES, LICENSORS, AND LICENSEES (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY LIABILITY AND COSTS, INCLUDING, WITHOUT LIMITATION, REGULATORY PENALTIES, ATTORNEYS’ FEES, AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR BREACH OF THE TERMS AND CONDITIONS, YOUR USE OF THE APPLICATION, SERVICE, OR THE WEBSITE, YOUR INFRINGEMENT OF ANY OF YOUR WARRANTIES, REPRESENTATIONS, OR ACKNOWLEDGEMENTS HEREIN, OR ANY ACTION TAKEN BY EKYROS AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS TERMS AND CONDITIONS OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THE TERMS AND CONDITIONS HAS OCCURRED. THIS INDEMNIFICATION PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT, AND YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. EKYROS RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER RELATED HERETO WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EKYROS.

The Indemnified Parties shall give the party from whom indemnification is sought (the “Indemnifying Party”): (a) reasonably prompt notice of the relevant claim;
provided, however
, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; (b) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim; and (c) the right to control the defense and settlement of any such claim, subject to the provisions set forth in Section 14 above.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EKYROS SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE, THE APPLICTION, THE SERVICE, AND THE CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE. ALL CONTENT IS PROVIDED ON AN
“AS IS”
OR
“AS AVAILABLE”
BASIS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, EXCEPT AS PROVIDED HEREIN, USE OF THE WEBSITE, INCLUDING ACCESS AND USE OF THE SERVICE AND APPLICATION, IS AT YOUR OWN RISK. THE CONTENT MAY CONTAIN CONTENT UPLOADED BY INDIVIDUALS OTHER THAN EKYROS, AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR AS SPECIFIED ON THE WEBSITE OR WITHIN THE APPLICATION, NO CONTENT HAS BEEN OR WILL BE REVIEWED BY EKYROS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF CONTENT. EKYROS AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTY OR REPRESENTATION AS TO, THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY CONTENT NOT OTHERWISE REQUIRED TO BE REVIEWED BY EKYROS OR ITS AFFILIATES PURSUANT TO THE EXPRESS TERMS AND CONDITIONS OF THIS AGREEMENT OR THE TERMS AND CONDITIONS. FURTHER, EKYROS DOES NOT WARRANT THAT THE APPLICATION, SERVICE, OR THE WEBSITE, OR THE FUNCTIONS CONTAINED THEREIN, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE OR THE SERVER(S) THAT MAKES THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EKYROS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT. YOU (AND NOT EKYROS) ASSUME THE ENTIRE COST OF ACQUIRING OR POSTING ANY INFORMATION THAT OTHERS MAY PROVIDE TO EKYROS OR THE WEBSITE.

IN NO EVENT IS EKYROS LIABLE TO YOU, WHETHER WITH RESPECT TO ITS OBLIGATIONS UNDER THE TERMS AND CONDITIONS OR OTHERWISE, FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER LOSS OF PROFIT, REVENUE, DATA, OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE SERVICE, THE APPLICATION, THE WEBSITE, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EYKROS HEREUNDER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT, IF ANY, OF THE FEES PAID HEREUNDER TO EKYROS IN THE CALENDAR YEAR IN WHICH THE DIRECT DAMAGES ARE INCURRED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.

All provisions of this Agreement or the Terms and Conditions relating to proprietary rights, confidentiality, publicity, disclaimer of warranty, and limitation of liability shall survive the expiration or sooner termination hereof.

This Agreement and the Terms and Conditions constitute the final, complete, and exclusive agreement between eKYROS and you with respect to the subject matter hereof, and supersedes any prior proposals, understandings, and all other oral and written agreements between eKYROS and you relating to the subject matter hereof.

If any provision of the Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Terms and Conditions shall remain in full force and effect.

Except for your obligations to pay eKYROS pursuant to the Terms and Conditions, neither you nor eKYROS shall be liable to the other party for any failure or delay in performance caused by reasons beyond its or your reasonable control, including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third-party mechanical or other equipment breakdowns, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunication or digital transmission links, Internet failures or delays, storms, or other similar events (each, a “Force Majeure Event”).

The Terms and Conditions shall be governed by the laws of the State of Texas, excluding conflict of laws provisions thereof, and you and eKYROS hereby submit to exclusive jurisdiction in the federal and state courts of Texas.

You expressly acknowledge and agree that, regardless of any law or statute to the contrary, any claim or cause of action arising out of or relating to the Application, the Service, the Website or this Agreement must be filed within one (1) year after the date the claim or cause of action arose, or be barred as untimely.

eKYROS and its personnel or agents, in performance of the Terms and Conditions, are acting as independent contractors and not as your employees or agents. Under no circumstance will either you or eKYROS have the right or authority to enter into any contracts or assume any obligations for the other or to give any warranty to or make any representation on behalf of the other.

To the extent that anything in or associated with the Application, the Service or the Website is in conflict or inconsistent with this Agreement, this Agreement shall control.

eKYROS’s failure to enforce any provision of this Agreement or the Terms and Conditions will not be deemed to be a waiver of such provision or of the right to enforce such provision.

Terms not defined herein shall have the meanings ascribed to them in the Service Agreement.

Updated – October 2015

1708696.9/SPA/37813/0101/101915

 
217 6th Ave N STE 43638, Nashville, TN

Phone: (847) 628-7746

Email:
sales@ekyros.com

About Us

                    eKYROS.com, Inc. was formed in 1999 to support Christ-centered Pregnancy Resource
                            Centers (PRCs).




                    In case you are wondering about the name, kyros is a Greek New Testament word meaning
                            “a God-given favorable opportunity.” The “e” stands for “electronic.”




                    By leveraging cutting-edge technologies and the collective

statistics
of over 1,600 CenterPiece centers, eKYROS.com is able to provide a united voice for LIFE by demonstrating the effectiveness of PRCs in changing hearts and minds towards a culture of LIFE for the glory of God.

eKYROS.com Corporation. All rights reserved. Copyright 2026

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