Introduction
These Terms of Use (“Terms”) govern your access and use of the website(s) which ERO Technologies, Inc., and its affiliates and subsidiaries (collectively, “ERO”, “us”, “we”, our”) link to these Terms, including the website located at www.[insert US website address] and any website or social media page operated by the ERO that links to these Terms (collectively, the “Site”) and any services or applications made available by ERO on the Site (the “Services”). For the purposes of these Terms, “you” means you, the person using the Site or Services.
Please read the Terms carefully as they contain the legal terms and conditions that you agree to be bound by when you access or use the Site or Services. We may update these Terms from time to time in our sole discretion by posting an updated version of these Terms to the Site or the Services. It is your responsibility to review these Terms for any changes each time that you access the Site or use the Services, and you are bound by such changes. Use of the Site or Services by you following any changes to these Terms constitutes your acceptance of the Terms as modified. If you do not agree with these Terms, you may not use the Site or Services.
In the case of inconsistencies between these Terms and information on the Site and included in other materials provided or made available by us (e.g., promotional materials and mailers); these Terms will always govern and take precedence. If you access our Site or use our Services in the scope of your employment or otherwise in connection with your responsibilities to your employer, your access and use of the Site or Services may be governed by, and subject to, a separate agreement between us and your employer, instead of these Terms. You should confirm with your employer whether any such separate agreement exists that governs your access and use of the Site or Services. To the extent there is a conflict between these Terms and another agreement between us and your employer, that agreement shall prevail.
- Site License. Subject to these Terms, ERO grants you a personal, limited, revocable, non-exclusive and non-transferable license to access and use the Site and Services for your internal informational and business purposes. This license is exclusive to you, and you may not sublicense any right to access or use the Site and Services. You acknowledge and agree that access and use of the Site and Services may require you to register with ERO, and you may not have the ability to access or use all or a portion of the Site or Services until your registration has been approved by ERO. You may use the Site and Services only while these Terms remain in effect. In consideration for your access and use of the Site and Services, you represent and warrant that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions.dd
- Content. All information, materials, images, data, and other content contained in or made available through the Site or Services (collectively, “Content”) is owned by ERO or its third party content providers (“Content Providers”) and is protected by U.S. and international copyright and other intellectual property laws. You acknowledge and agree that (a) the Content may include contain confidential and proprietary data and information of ERO and its Content Providers, (b) you will only use the Content for your internal informational and business purposes and not any unlawful or unauthorized purpose, and (c) you will use reasonable efforts to protect the confidentiality of any non-public Content. Each Content Provider is a third party beneficiary under these Terms to the extent required to enable it to enforce its proprietary rights in any applicable Content and the applicable use restrictions in these Terms. ERO has the absolute right to terminate your access or exclude you from the Site or Services if you violate these Terms, including violating the intellectual property rights or other rights of ERO or third parties.
- Restrictions. In accessing and using the Site and Services, you may not
a. Use the Site and Services for any illegal purposes;
b. Submit, post, upload, or otherwise transmit any content through the Site or Services (“User Content”) that is unlawful, defamatory, libelous, invasive of another’s privacy, abusive, threatening, harassing, vulgar, obscene, indecent or otherwise objectionable, or infringes or otherwise violates the rights of any third party (including privacy rights, fiduciary rights and intellectual property rights).
c. Provide access to the Site, Services or Content to any individuals or entities that ERO has not specifically authorized to receive such access.
d. Alter, copy or modify the Content;
e. Reproduce or distribute the Content for any purpose, except within your organization to the extent necessary to use of the Site and Services for your internal business purposes;
f. Remove or modify any notice of attribution, confidentiality, trade secret, trademark or copyright encoded or embodied in the Site, Services or Content or otherwise displayed by, on, or in the Site;
g. Engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or use any other automatic means of obtaining lists of users or other information from or through the Site or Services, including any information residing on any server or database connected to the Site or Services;
h. Interfere with, interrupt, damage, disable, overburden, or impair the Site, the Services or the Content, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
i. attempt to gain unauthorized access to other computer systems through the Site or Services;
j. assist any third party in doing any of the foregoing. - Availability. ERO uses commercially reasonable efforts to ensure that the Site and Services are generally available. However, there will be occasions when access to the Site or Services will be interrupted or unavailable. You agree that ERO shall not be liable to you for any modification, suspension, unavailability or discontinuance of the Site or Services. You are responsible for obtaining access to the Site and Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Site and Services. ERO also reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or Services (or any part thereof) with or without notice. You agree that ERO shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or the Services.
- Trademarks. As between you and ERO, all trademarks, service marks, designs, logos, and all other brand, product, and service names (collectively, “Marks”) used on the Site or in connection with any Services (including all goodwill associated therewith) are the proprietary property of and owned exclusively by ERO. Your access and use of the Site or Services shall not grant or otherwise confer onto you any license or right to use any such Marks.
- Ownership As between you and ERO, ERO owns and retains exclusive ownership of the Site, the Services, and all Content (including all Marks), including all worldwide intellectual property rights therein. Other than the limited usage right granted to you in Section 1 of these Terms, you acquire no right, title or interest in the Site, the Services or the Content (including all Marks).
- External Links. From time-to-time ERO may provide links that will take you to third-party websites or that provide you with access to services provided by third parties (“Third Party Offerings”). These links are provided for your convenience only. If you decide to access linked websites or services, you do so at your own risk. Your access and use of Third Party Offerings are governed by applicable third party terms and not these Terms, and it is your responsibility to review such third party terms before using the Third Party Offerings. ERO has no control over any Third Party Offerings, and ERO does not endorse or take responsibility for the content, suitability, performance, or the availability of any Third Party Offerings. ERO makes no and hereby disclaims all warranties regarding Third Party Offerings. You agree that ERO is not liable for any loss or damage that you may suffer by using any Third Party Offerings.
- Registration. In the event you are required to register with ERO to access and use the Site or Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services registration form and (b) maintain and promptly update all registration information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ERO has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ERO has the right to suspend or terminate your access to the Site and Services and refuse any and all current or future use of the Site and Services (or any portion thereof). To register as a user of the Site and Services, you must be 18 years or older.
- Other Content The Site and Services may include, display or otherwise provide access to information, views, opinions, and recommendations of individuals and organizations of interest to you or your employer. We assume no responsibility for the accuracy, currency, completeness or usefulness of information in any Content and we do not endorse any opinions or recommendations posted by other users of the Site or Services. You should exercise discretion and skepticism before relying on information in messages or submissions, since it may be incorrect or misleading. If you rely on information posted by other users of the Site or Services, then you do so solely at your own risk. We do not review, screen or edit “comments” posted by users. Nonetheless, we reserve the right to monitor, not to post or to remove any information transmitted or received through the Site or the Services, or to terminate your access and use of the Site or Services, at any time, without notice, in our sole discretion. It is your responsibility to bring violations of the Terms of Service to our attention, although we do not guarantee any action based on such information.
- User Content. By posting or providing any User Content, you represent that you have all required rights and permissions to do so. You grant to ERO a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use, copy, distribute, display, publish, modify, and create derivative works from any User Content for any legitimate business purpose without any attribution to you. ERO reserves the right to remove, delete, move or edit User Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including copyright or trademark law, or otherwise unacceptable. This license includes the right for ERO to post the User Content in any web log and to copy, archive, distribute, transmit, display, edit, translate and reformat any User Content, and/or to incorporate it into a collective work, database or archive. You are entirely responsible for all User Content, and ERO will not be liable for any such User Content. ERO has no obligation to store or maintain User Content for any period of time.
- Accessing the Sites. You are responsible for:
- Making all arrangements necessary for you to have access to the Sites or Services.
- Ensuring that all persons who access the Sites or Services through your internet connection are aware of these Terms and comply with them.
- Where ERO has given you (or where you have chosen) a password for access to certain parts of the Sites or Services, it is your obligation to keep this password confidential and not disclose it to any other person or entity. You acknowledge and agree that your account is personal to you and agree not to provide any other person with access to the Sites or Services, or portions of them, using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
- ERO has the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms.
- Text Messaging and Alerts – Opting In and Out
- By submitting your telephone number on any of our Sites, you expressly consent (opt-in) to receiving marketing and informational texts and calls, including without limitation auto-dialed or pre-recorded messages, to the telephone numbers that you provide, including any mobile telephone number, by us or others on our behalf. Such messages may include responses to your requests for information on the Services, appointment and account status and reminders, alerts, fraud prevention or investigation efforts, and/or information about promotions, new products and events. We also may provide you with other opportunities to opt-in to receiving such text messages on the mobile phone number(s) you have shared with us. We will not contact you via text messages or alerts for marketing purposes without your prior affirmative consent.
- Personal Information. ERO’s Privacy Policy outlines its practices regarding the collection, use, and disclosure of information we receive from users of the Site and Services and is available at ero-technologys.com/privacy
- Suspension and Termination of Access. ERO reserves the right to suspend or terminate your access to or use of the Site and Services (including removing and permanently deleting any User Content) at any time, without notice, for any reason, including the following: (a) breach of these Terms and any other policies or guidelines set forth by ERO elsewhere; (b) conduct that ERO believes is harmful to ERO, Content Providers or other users of the Site or Services. Further, you agree that ERO shall not be liable to you or any third party for any termination of your access to the Site or Services.
- Disclaimer of Warranties. THE SITE, SERVICES, AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, ERO MAKES NO WARRANTY THAT THE SITE AND SERVICES WILL BE UNINTERRUPTED, AVAILABLE, TIMELY, SECURE, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ERO MAKES NO WARRANTIES REGARDING ANY THIRD PARTY OFFERINGS. NO ADVICE OR INFORMATION GIVEN BY ERO, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.
- Limitation of Liability.
- YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE AND SERVICES, THAT YOUR USE OF THE SITE AND SERVICES, INCLUDING ANY CONTENT, AND ANY RELIANCE UPON IT, IS AT YOUR SOLE RISK. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ERO, ITS PARENTS, AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS (COLLECTIVELY, “ERO PARTIES”) OR ANY OTHER PARTY, BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, LOSS OF BUSINESS REVENUE, LOST PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE SITE, OR YOUR RELIANCE ON ANY ADVICE, INFORMATION, OR CONTENT ON THE SITE OR PROVIDED AS PART OF THE SERVICES, EVEN IF THE ERO PARTIES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE ERO PARTIES SHALL HAVE NO LIABILITY FOR ANY USER CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME, LOSS OF CONTENT, AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS, TO THE EXTENT CAUSED BY YOUR ACCESS AND USE OF THE SITE AND SERVICES. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL CONTENT ABOUT YOURSELF IN YOUR USE OF THE SITE AND SERVICES, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
- IF YOU ARE DISSATISFIED WITH THE SITE OR SERVICES, OR WITH ANY OF THESE TERMS, OR FEEL ERO HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. THE TOTAL LIABILITY OF ERO TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE SITE OR SERVICES SHALL NOT EXCEED THE GREATER OF EITHER THE AMOUNT PAID BY YOU FOR THE SERVICES IN QUESTION OR ONE HUNDRED DOLLARS (US$100) TOTAL. IT IS THE INTENTION OF BOTH YOU AND ERO THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
- SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT ANY DISCLAIMER, EXCLUSION OR LIMITATION IN THESE TERMS CANNOT BE EXCLUDED OR LIMITED ACCORDING TO APPLICABLE LAW THEN ONLY SUCH DISCLAIMER, EXCLUSION OR LIMITATION SHALL NOT APPLY TO YOU AND YOU CONTINUE TO BE BOUND BY ALL REMAINING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
- Indemnification. You agree to indemnify and hold the ERO Parties harmless from any damages, judgments, settlements, fines, fees, costs, and expenses (including reasonable attorneys’ fees) relating to any claim or demand made by any third party due to or arising out of your User Content, your access and use of the Site or Services, your actual or alleged violation of these Terms or your violation of any rights of another.
18. General.
Applicable Law and Jurisdiction. The parties agree that this Agreement and any claims hereunder shall be governed by and subject to the laws of the State of North Carolina, without giving effect to any principles of conflicts of law. In the event that a dispute is required to be litigated, you agree that the proper forum for any and all claims under this Agreement will be the state and federal courts located in Mecklenburg County, North Carolina, and you agree to submit to the jurisdiction of these courts. The prevailing party in any action will be entitled to recover reasonable expenses, including attorneys’ fees. Your use of the Site and Service is subject to all applicable local, state, national and international laws and regulations.
• No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
• Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and ERO as a result of this Agreement or use of the Site or Services.
• Force Majeure. ERO will be not liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond ERO’s reasonable control.
• Waiver. The failure of ERO to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by ERO in writing.
• Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpretation. As used herein, the term “or” means “and/or” and the term “including” means “including but not limited to”.
• Contact. Any claims by you or any third party relating to the Site or to your use of the Site or Services shall be directed to the ERO. Questions, complaints, or claims related to the Site or Services shall be submitted by email to: sales@ero-technologies.com.
• Entire Agreement. This Agreement constitutes the entire agreement between you and ERO and governs your use of the Site, superseding any prior agreements between you and ERO. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.