The following describes the terms and conditions on which ERAI, Inc. offers you access to our services:
Welcome to the user agreement (the "Agreement") for ERAI. This Agreement describes the terms and conditions applicable to your use of our services available at the domain www.erai.com, (the "Site") and through ERAI, Inc's services.
This agreement shall become effective immediately and cannot be amended without 30-day's notice in writing accepted and signed by both the organization and an ERAI Corporate Officer.
Those entitled to ERAI services shall be considered a "Member" for purposes of this agreement. Fundamental to participating in ERAI as a Member is the understanding that a business, in all of its activities, should operate in full compliance with the laws, rules and regulations of the state(s) and/or country(ies) in which it conducts business. Members are encouraged to reach beyond legal compliance by adopting and implementing recognized industry standards including, but not limited to, Quality Control, Counterfeit Detection and Vendor Qualification. If reasonable and conclusive evidence is presented and verified to show cause that a Member company has engaged or is engaging in illegal or unscrupulous business practices, ERAI reserves the right to terminate said membership immediately without reimbursement of any membership dues.
Enrollment in ERAI is available at the sole discretion of ERAI, Inc. upon submission and review of a completed membership application. ERAI reserves the right to restrict, deny and/or terminate an organization's membership and website access without advance notice or refund of membership dues. Additionally, if a company or its principals/employees are named on a government list which restricts, bans or limits trade with that company (US Bureau of Industry and Security, US Department of Commerce, etc.), ERAI membership will be suspended until the company is removed from the list.
The information contained on the ERAI Site is protected under United States Copyright and Trademark law and contains trade secret and proprietary information belonging to ERAI. Any use of the trade secrets, proprietary information, copyrights, trademarks, patents, rights of publicity or privacy or any other personal or valuable information on this Site not specifically permitted by ERAI is strictly prohibited. All Members understand that information provided by ERAI is the property of ERAI, Inc. and may not be shared, disseminated or published without our expressed written authorization with the following exceptions: data provided to an auditing body and/or proof to a third party that the Member is using ERAI's services as part of their risk mitigation procedures.
Upon acceptance of membership by ERAI, the Member will be entitled to receive a username and password. The ERAI website contains information that is proprietary and confidential to ERAI, Inc. By acceptance and usage of said username and password, you are agreeing that the Member username and password information shall remain confidential and shall not be disclosed directly or indirectly to any third party who does not have a valid license to access ERAI, Inc. data. Sharing username, password information and website access with unauthorized third parties is cause for immediate revocation of membership without reimbursement of any membership dues. Members agree to notify ERAI immediately of any unauthorized use of your username or password or any other breach of security regarding the ERAI's services.
You hereby promise that the information you provide ERAI shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (h) create liability for ERAI or cause ERAI to lose (in whole or in part) the services of our ISPs or other suppliers.
Upon acceptance of membership by ERAI, Member may display the ERAI Member logo and/or ERAI Member Smart logo on your website and/or corporate marketing materials as long as your ERAI membership is valid. Member has no ownership rights in these logos and/or trademarks. Display of the logo should not be considered a verification of ERAI membership status without direct confirmation from ERAI Membership Services. If your membership is revoked, Member agrees to immediately remove the logo(s) from all of your corporate documentation, marketing materials, websites, etc.
Electronic part listings made by Members on our website do not imply, suggest, or constitute any sponsorship or approval of any organization and its products or any affiliation between any such Member and ERAI. Members’ inventory listings do not suggest a recommendation or warranty by ERAI. ERAI is in no way responsible for the accuracy, timeliness or completeness of data displayed in Members’ inventory listings. Your interaction with a Member accessed through our website is at your own risk, and ERAI will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with Members.
We have provided links to other websites that we think may be beneficial to our Members ("Third Party Websites"). These Third Party Websites are not associated with ERAI and we do not monitor the information contained therein. As such, ERAI is not liable for and makes to guarantees regarding any information provided on such Third Party Websites.
ERAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES PROVIDE OUR SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ERAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL ERAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SITE, SERVICES OFFERED BY ERAI OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). ERAI’S LIABILITY, AND THE LIABILITY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO ERAI IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED DOLLARS ($100).
Member and ERAI agree to indemnify and hold each other and their officers, directors, employees, representatives and agents harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys' fees, resulting from or arising out of any claims, disputes, litigation and interpleader costs, damages, judgments, attorney fees, expenses, obligations and liabilities of every kind which, either party may incur or suffer in connection with, or arising out of, this Agreement or the use of the Site.
You and ERAI are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to ERAI, 3899 Mannix Drive, Suite 421, Naples, FL 34114. This Agreement shall be governed in all respects by the laws of the State of Florida. You and ERAI agree that the courts in the 20th Judicial District of Florida shall retain exclusive jurisdiction and venue over any dispute arising out of this agreement. ERAI does not guarantee continuous, uninterrupted or secure access to its services, and operation of the Site may be interfered with by numerous factors outside of its control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. ERAI’s failure to act with respect to a breach by you or others does not waive ERAI’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. If any legal action is commenced in connection with any claim or controversy between the parties arising out of or relating to this Agreement or the use of the Site, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding from the unsuccessful or non-prevailing party, in addition to any other relief to which it may be entitled.