Last Updated: May 28, 2020
By using the Site, you agree to be bound by this Agreement and affirm that you are of legal age where you live and have the legal capacity to enter into this Agreement.
This Agreement contains a mandatory arbitration provision that, as further set forth in Section 15 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions or class arbitrations of any kind.
We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
Your use or access of the Site, in each case following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Site (including access to the Site via any third-party links) to reflect changes to our customers’ needs and our business priorities; charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users. We reserve the right to introduce new features or functionality for which the payment of fees may be required
Information Submitted Through the Site.
The Site is controlled or operated (or both) from the United States, and is not intended to subject Era to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Rules of Conduct.
In connection with the Site, you must not:
- Transmit or otherwise make available in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
- Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful.
- Harvest or collect information about users of the Site.
- Use the Site for any commercial solicitation purposes, or transmit in connection with the Site, any spam, chain letters or other unsolicited communications.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site (including any Resources); or violate any requirement, procedure or policy of such servers or networks.
- Restrict or inhibit any other person from using the Site.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized by Era in writing.
- Reverse engineer, decompile or disassemble any portion of the Site, except to the extent such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark or other proprietary rights notice from the Site.
- Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Era’s express prior written consent.
- Systematically download and store Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without Era’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Site’s root directory, Era grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Era reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
- You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed for you to use the Site (including any applicable device data transmission charges).
The Site may make available content, information and marketing information, newsletters, data, materials, services, products, merchandise, functionality or other resources (collectively, “Resources”), as well as references and links to such Resources. Resources may be made available by Era or by third parties, and may be made available for any purpose, including for general information purposes, and are not intended to amount to advice on which you should rely. We make no representations as to the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of any or all of the Resources and the Site, or any intellectual property rights therein. Resources are subject to change at any time without notice. To the fullest extent permitted under applicable law, we disclaim all liability and responsibility arising from any reliance placed on any Resources by you or any other user of the Site, or by anyone who may be informed of the content of any Resources.
Third Party Resources; Links.
Certain Site functionality may allow access to Resources made available by third parties (“Third Party Resources”), or allow for the routing or transmission of Third Party Resources, including via links; by using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Resources.
We neither control nor endorse, nor are we responsible for, any Third Party Resources. Nothing in this Agreement will be deemed to be a representation or warranty by Era with respect to any Third Party Resources. In addition, the availability of any Third Party Resources through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Resources, nor does such availability create any legal relationship between you and any such provider.
Your use of Third Party Resources is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Resources (such as terms of service or privacy policies of the providers of such Third Party Resources)
For purposes of clarity, as between you and Era, you retain ownership of any ideas, proposals, suggestions or other materials you provide to us (“Feedback”). If you provide to us any Feedback whether related to the Site or otherwise, you hereby grant to us a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, store and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, for the purposes of marketing, promoting and improving the products and services of Era or its affiliates and operating, promoting and improving the Site. You hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Era under any fiduciary or other obligation. Era reserves the right, but is not obligated, to reject any Feedback.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section; and Your Feedback and your provision of it to us (whether through and in connection with the Site or otherwise) are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party (including any intellectual property, publicity or privacy rights).
We may (but have no obligation to) monitor, moderate and/or analyze your use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
Your Limited Rights.
Subject to your compliance with this Agreement, and solely for so long as you are permitted by Era to use the Site, you may view and use any portion of the Site to which we provide you access under this Agreement.
Era’s Proprietary Rights.
As between you and us, we own the Site, which is protected by proprietary rights and laws. All trade names, trademarks, service marks, logos, symbols and copyrightable works available through the Site are the property of their respective owners and nothing contained on the Site should be construed as Era granting any right to use any trade names, trademarks, service marks, logos or copyrightable works without Era’s express prior written consent.
Disclaimer of Warranties.
To the fullest extent permitted under applicable law: (a) the Site and any Resources (including any Third Party Resources) are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties or conditions of any kind, whether express, implied or statutory; and (b) Era disclaims all warranties and conditions with respect to the Site and any Resources (including any Third Party Resources), including the warranties or conditions of merchantability, satisfactory quality fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Era and its affiliates and their respective owners, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers, and their respective successors and assigns (collectively, the “Era Parties”).
While we seek to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at: + 1 (206) 589-5899 with a description of such alteration and its location on the Site.
Limitation of Liability.
To the fullest extent permitted under applicable law: (a) no Era Party will be liable either for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind arising out of or in connection with the Site or this Agreement, nor for any damages for diminution of value, loss of profits, loss of revenue, loss of business, loss or use of data, loss of goodwill, loss of other intangibles, in either case whether under any contract, tort (including negligence), strict liability or other theory and even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, no Era Party will be liable for damages of any kind resulting from your use of or inability to use the Site or from any Resources (including any Third Party Resources), including from any Virus that may be transmitted in connection with the Site or any Resources (including any Third Party Resources); (c) your sole and exclusive remedy for dissatisfaction with the Site or any Resources (including any Third Party Resources) is to stop using the Site; and (d) the maximum aggregate liability of all Era Parties, collectively, for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will be equal to the greater of ten U.S. dollars (USD $10). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Era and each of the other Era Parties.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
Nothing in this Section 12 excludes or limits liability for: (i) death or personal injury caused by our negligence; or (ii) fraud or fraudulent misrepresentation.
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless each Era Party from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees and expenses) arising out of or relating to (a) your use of, or activities in connection with, the Site; or (b) any violation or alleged violation of this Agreement by you.
This Agreement is effective until terminated. Era may terminate this Agreement or suspend your right to use the Site at any time and without prior notice, for any or no reason, including if Era believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Site will immediately cease. The preamble and Sections 2-7 and 10-18 will survive any termination of this Agreement.
Governing Law; Arbitration; Class Action Waiver.
This Agreement, your use of (including any access to) the Site and all related matters are governed solely by, and construed solely in accordance with, the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law that would cause the application of the laws of any other jurisdiction, and regardless of your location.Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement, your use of (including any access to) the Site and all related matters, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Era and you are each waiving the right to trial by a jury. You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class arbitration or class action. If you do not want to be bound by this arbitration provision, you may opt out as set forth below. In order to opt out of this arbitration provision, you must notify us in writing that you do not want to resolve disputes with us by arbitration, and such notice should be delivered by mail to: Era Software, Inc., 113 Cherry St, PMB 63392, Seattle, Washington 98104-2205 within thirty (30) days of the date you first use or access the Site. The arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (currently available at: https://www.adr.org/sites/default/files/CommercialRules_Web.pdf), as amended by this Agreement. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court that has jurisdiction. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if applicable law allows, they can seek relief against us for you.
Parental Control Protections.
We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available fromhttps://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Era does not endorse any of the products or services listed on such site.
You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Era. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations of such term in this Agreement will be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein and any addenda hereto, is the entire agreement between you and Era relating to the subject matter of this Agreement, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Era relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail to the most recent e-mail address that you have provided to us (including in each case via links), or by regular mail to the most recent mailing address that you have provided to us. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Era will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Site ©2020 Era Software, Inc. unless otherwise noted.
All rights reserved.