ERC IT Terms
This product is operated by ERC IT. Throughout the site, the terms “we”, “us” and “our” refer to ERC IT. ERC IT offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
Please read these Terms before accessing or using our product. By accessing or using any part of the site, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.
Any new features or tools which are added to the current application shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
License
1. This Agreement shall be effective between the Parties as of the moment when the Customer is subscribed to the Service or obtains a User Account or starts using the Service, whichever is the earliest. The Agreement is entered into for an indefinite term and may be cancelled by either Party as provided here in.
2. Relying on the Customer’s Registration Data and subject to the terms set forth herein, the Supplier grants to the Customer, and the latter accepts, a limited, non-exclusive and non-transferable licence to use the Software and Content included in the Customer’s Service Plan.
3. The Software and the Content may only be used in such manner as necessary for utilising the Service for its intended purpose and only during the time that the Agreement is in force between the Parties. The Customer acknowledges that they have no right to have access to the Software in source code form or in unlocked coding or with comments.
4. With respect to assignment and sub-licensing, the Parties have agreed that (i) the Customer has no right to sub-license or assign the benefit or burden of this Agreement (in whole or in part) and shall not allow the Software or any other part of the Service to become the subject of any charge, lien or encumbrance without the prior explicit consent of the Supplier; (ii) the Supplier may sub-license, assign, charge and otherwise dispose of its rights and obligations hereunder, provided it gives the Customer reasonable notice thereof.
5. The Supplier houses the Software on its own or rented resources.
Service
6. The Supplier will use commercially reasonable efforts to provide the Service to the Customer throughout the term of the Agreement in accordance with the Customer’s Service Plan.
7 . The Customer acknowledges that (i) the Service has not been designed to meet their individual requirements; (ii) the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without errors; (iii) the Service is not fault-tolerant and has not been designed for use in inherently dangerous activities, such as (for example) the operation of “major sources of danger”, traffic control or life support systems, handling hazardous substances and other activities where the failure of the Service could lead to death, personal injury or environmental damage.
8. The Supplier is committed to providing excellent customer service, and aims to answer most support issues within a few hours. However, the Supplier makes no guarantee on the period of time before support is provided.
9. The Service (including all Software and Content) is provided on an “as is” and “as available” basis.
Payment
10. The Customer acknowledges that by subscribing to a Service Plan they agree to such fees, rates and billing cycles associated therewith as (i) described on this website at the time of subscription and (ii) amended from time to time pursuant to the terms of the Agreement.
11. Unless otherwise agreed at the time of subscription, the Customer’s billing cycle is 30 days, starting on the day immediately following their subscription to the respective Service Plan.
12. The Supplier may enhance or otherwise modify the Service for additional fees, and, upon a 30 days’ prior notice, may modify the fees, rates and the billing cycle applicable under the Customer’s Service Plan. In the event that the Customer does not agree with the respective modification(s), their sole and exclusive remedy shall be to unsubscribe from the Service Plan in question, terminating their use of the Service.
13. Payment for the Service is due in advance by the first day of each billing cycle, and shall be made either by wire transfer or credit card or, where available, by ACH transfer. The Customer acknowledges that late payment may result in the suspension of Service or cancellation of the Agreement.
14. Should the Customer unsubscribe from a Service Plan or the Customer’s Service Plan be modified or the Agreement be terminated prior to the end of the then-current billing cycle, no refund will be given to the Customer for any payment relating to that billing cycle.
15. Prepayments for future billing cycles are non-refundable.
Customer Undertaking
16. The Customer must be a person (either natural or legal), or an entity with legal capacity.
17. All Registration Data provided by the Customer must be true, accurate and up-to-date and the Customer undertakes to promptly correct any Registration Data that becomes outdated or incorrect. The Supplier is entitled but not obliged to verify the Customer’s Registration Data and may rely on this data without any verification.
18. The Customer must comply with all laws, regulations and ordinances applicable to the Customer’s use of the Service.
19. Without excluding or limiting any of the Customer’s statutory obligations, the Customer undertakes to the
Supplier, and for the benefit of the Company, that the Customer will not, and will not allow any End User to (i) modify, reproduce or prepare derivative works from, or decompile, reverse engineer or otherwise attempt to derive source code from the Software or any other part of the Service; (ii) remove, alter, hide or obscure any copyright notice, trademark or other proprietary rights notice embedded in, appearing on or otherwise pertaining to the Service; (iii) create or attempt to create any product or service that is similar or otherwise competitive to the Service or purporting to be created, provided or approved by the Supplier or the Company; (iv) subscribe to the Service or modify the Customer’s subscription by automated means.
User Account, Username and Password
20. The Customer shall be solely and entirely responsible for the activity that occurs under their User Account, and must notify the Supplier immediately of any breach of security relating to, or unauthorised use of, such User Account.
21. With respect to the Customer’s username and password, the Parties have agreed that the Customer shall be responsible for (i) maintaining the confidentiality of their username and password, (ii) any and all actions by persons that the Customer gives access to or that otherwise use such username or password, and (iii) any and all consequences of use or misuse of such username or password.
22. Neither the Supplier nor the Company shall be responsible for any loss, damage or other consequences that may result from any unauthorised use of the Customer’s User Account, username or password.
Intellectual Property and Proprietary Rights
23. The Customer acknowledges that all Service-related Intellectual Property belongs and shall belong to the Company. The Customer shall not acquire any right, title, or interest in the aforesaid Intellectual Property or otherwise in connection with the Service, except for the limited rights of use expressly set forth in the Agreement. Any rights not expressly granted here in shall be deemed with held.
24. Neither the fact of concluding this Agreement, nor any provision contained herein, nor any breach by any Party of its obligations hereunder, shall be construed as creating in the Customer or cause the Customer to acquire any proprietary right, security interest, pawn or any other right of security with respect to any item or asset belonging to the Supplier or the Company.
25. The Supplier respects the Intellectual Property of others and may, in appropriate circumstances and at its discretion, disable or terminate any User Account through which the rights of others are infringed.
Disclaimer of Warranties
26. All conditions, representations and warranties not expressly stated herein (including, without limitation, those relating to merchantability, fitness for a particular purpose and non-infringement, and those that may arise from a course of performance, course of dealing or usage of trade) shall be deemed withheld by the Supplier and the Company to the fullest extent permitted.
27. Neither the Supplier nor the Company make any representation or warranty (i) that the Service will meet the Customer’s or the End Users’ requirements or expectations, (ii) that access to or use of the Service will be uninterrupted, timely, secure or error-free, (iii) that any defects in the Service will be corrected, (iv) that the Service or any means by which the Service is accessed is free of malware or other harmful components; or (v) with respect to any third-party software, content, material, information, infrastructure or other third-party resources or services that the Customer or any End User may acquire, use, access or be exposed to through or due to the Service.
28. Each Party acknowledges that the other Party has entered into the Agreement relying on the above disclaimers and that the aforesaid disclaimers are an essential basis of the bargain between the Parties.
Limitation of Liability
29. Neither the Supplier nor the Company shall be liable to the Customer, any End User or any person claiming under or through the Customer or an End User for any loss, damage, expenses or other consequences resulting from (i) the use or the inability to use the Service, (ii) the properties of the Service, (iii) the need to procure or the procurement of substitute goods or services for the Service or for any item, service or other benefit received, owned, possessed or otherwise enjoyed through the Service, (iv) any message or other communication received or transaction entered into through or from the Service, (v) unauthorised access to or alteration of the Customer’s or any End User’s transmissions or data, (vi) the statements or conduct of any person having access to the Service, (vii) any other matter relating to the Service; regardless of whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort or otherwise;provided, however, that this clause shall not prevent claims for direct financial loss suffered by the Customer due to the Supplier’s intentional or grossly negligent breach of this Agreement, and that the total liability of the Supplier, whether in contract, tort or otherwise shall in no circumstances exceed a sum equal to the amount that the Customer has paid to the Supplier during the twelve months immediately preceding that month in which the breach occurred.
30. Any claim that the Customer may have under the Agreement or in connection herewith must be filed with the appropriate forum within one year after such claim arose, or shall be forever barred.
Force Majeure
31. No Party shall be liable to the other for breaching its obligations due to a circumstance beyond its control, such as, for example, an act of God, act of government, war, civil unrest, act of terror, strike, internet service provider failure or any other circumstance qualifying as force majeure. However, nothing in this clause shall excuse a Party from any payment obligation hereunder.
Indemnification
32. The Customer will defend, or at its option settle (with no harm or cost to the Supplier or the Company), any third party lawsuit or other proceeding brought against the Supplier and/or the Company based upon or otherwise arising out of the Customer’s or any End User’s (i) use of the Service, (ii) content, (iii) misuse of personal data, or (iv) infringement of Intellectual Property.
Data Protection
33. The Customer acknowledges that the Supplier may collect information about the Customer and the End Users (i) upon the Customer’s entry into the Agreement or change of Service Plan (the information entered on the Sign-up Form); (ii) when they visit the Supplier’s website (session information, browsing history at the Supplier’s website, IP address, certain software and hardware attributes) or fill in forms via the Service (the information thus provided); (iii) when they access or use the Service (the location, manner, means and duration of such use or access); and (iv) when otherwise knowingly made available to the Supplier (the information the data subjects make available). When visiting the Supplier’s website, “cookies” may be stored within the visitor’s device.
34. The Customer agrees, and warrants to the Supplier that the End Users agree, (i) to the processing of their personal data (as defined under the relevant data protection laws) by the Supplier for the purpose of performing its obligations under the Agreement and, if necessary, enforcing its rights hereunder; (ii) that their personal data may be processed in the country of their domicile as well as outside it; (iii) that the Supplier will not disclose their personal data to any third party besides the members of its corporate group, unless otherwise required by law or in order to enforce the Agreement.
35. The Supplier warrants to the Customer that commercially reasonable measures will be taken to ensure that personal data is processed securely.
36. The Supplier has no obligation to monitor or access customer accounts, but may do so in cases where such action is reasonably justified (e.g., in order to prevent illegal or harmful activity or to provide customer support).
37. If an End User or the Customer chooses to opt in to the Supplier’s mailing programme, the Supplier may use their personal data to send them information about products, services, promotions and events which the Supplier thinks may be of interest to them. Any subscription to such mailing programme may be cancelled at will.
Modification and Suspension
38. The Supplier may modify the Service or any part of the Agreement at any time in its sole discretion and shall notify the Customer of such modifications when the Customer logs on to their User Account. In the event that the Customer does not agree with the respective modification(s), their sole and exclusive remedy is to terminate their use of the Service. Otherwise, all such modifications will be effective with respect to the Customer as of the aforesaid notification.
39. The Supplier may discontinue all or any part of the Service upon a 30 days’ prior notice.
40. The Supplier may suspend performance under the Agreement in whole or in part with immediate effect if it is required by a court order, magisterial decision or competent regulatory body to temporarily or permanently refrain from continuing to perform its obligations hereunder.
Termination
41. Either Party may cancel the Agreement at any time with a 30 days’ prior notice to the other Party.
42. If the Agreement is cancelled due to the other Party’s material breach, no warning or advance notice shall be required for the cancellation to be effective (i.e., the Agreement may be cancelled forthwith).
43. A material breach of the Agreement shall (inter alia) be deemed to have occurred if: (i) a Party is in breach of any of its obligations hereunder and fails to discontinue or remedy such breach within two weeks after notice from the other Party specifying the breach and requiring it to be discontinued or remedied; (ii) a Party is in persistent breach of any of its obligations hereunder and the respective breach cannot be remedied; (iii) a breach by one Party deprives the other of the whole benefit, or substantially all of the benefit, which the latter was entitled to hereunder.
44. Any cancellation of the Agreement shall be without prejudice to the Parties’ rights and remedies that have accrued prior to the cancellation.
45. The Customer understands and agrees that upon any termination of the Agreement (i) all rights that the Customer has been granted hereunder will terminate; (ii) the Customer shall cease all activities authorised by the Agreement; (iii) they shall immediately disburse to the Supplier all sums that are due to the Supplier hereunder; (iv) they will receive no refund or exchange for any unused time on a subscription, for any license or subscription fee, any content or data associated with their account, or for anything else.
Governing Law and Dispute Resolution
46. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
47. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all reasonable arbitration costs of that party, i.e. all reasonable pre-award expenses of the arbitration, including the arbitrator’s/s’ and administrative fees and necessary out-of-pocket expenses such as costs of translation and interpretation, notarisation and certification, legalisation and apostillisation, state and court fees and reasonable experts’ and attorneys’ fees. Costs relating to office, copying, use of databases, internet, telephone and other means of communication and correspondence (whether incurred by a party, its attorney, expert or a witness) shall not be awarded.
Changes to Terms
48. You can review the most current version of the Terms of Service at any time at this page.
49. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
Contact Information
50. Questions about the Terms of Service should be sent to us at ercit@ercit.com.
This terms was last modified on 05/21/2019.