BY CLICKING ON THE “I AGREE” (OR SIMILAR BUTTON) AND USING THE SOFTWARE AND THE SERVICES, YOU INDICATE YOUR ASSENT TO THE FOLLOWING TERMS OF THIS AGREEMENT.
LAST UPDATED September 13, 2018.
This software End User License Agreement (“EULA”) is a legal agreement between you, either in an individual capacity, or if accessed or used by or for any company, as an authorized representative, and Electro Rent Corporation. (“Licensor”, “We”, “Us” And “ER”). We may update the terms periodically with or without notice to you. This EULA details the license and your subscription for ER’s web based product namely MyER (the “Software”) and your usage and access of the Software and for receiving technical support provided by ER (the “Services”) and liability of the parties. By accessing or using the Software and/or Services, you confirm and agree to be bound by the terms of this EULA.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT TO ACCESS OR USE THE SOFTWARE OR SERVICES.
ER may, at any time, and in its sole discretion, modify this EULA with or without notice to the User. Any such modification will be effective immediately upon public posting. Your continued use of our Service and this Site following any such modification constitutes your acceptance of these modified Terms. Therefor it is your duty to review this EULA at its posted location for updates or changes. So by continuing to use the Services you hereby warrant you have checked for any changes to the EULA. If at any time you do not accept all the terms of this EULA you must immediately stop using the Service.
As a condition to using Services, the users authorized by you (individually “User”), may be required to register with us and select a password and enter his/her email address (“ER ID”). You agree to ensure that the User shall provide ER with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this EULA, which may result in immediate termination of User’s account. ER reserves the right to refuse registration of, or cancel an ER ID of any User in its sole discretion. User shall be responsible for maintaining the confidentiality of User’s account and password.
1. Grant of License. ER hereby grants you a nonexclusive, non-assignable, limited license to use and access the Software and/or Services. The license granted hereunder, shall be solely used for your own internal business purposes to track your test and measurement equipment, your usage of the same, and your associated costs. Nothing herein contained shall be construed as being granted to you any intellectual property right, which includes copyrights, regarding the Software and/or Services except as expressly provided for hereunder. The license to use and access the Software and/or Services is granted to you for a subscription period as may be granted by us (“Subscription Period”), and shall be effective from the date of your first login until terminated by us in our sole description (which maybe don’t without any advance notice).
2. Restriction on Use. Except as forth in Section 1: Grant of License,
- You may not make or install the Software or Service.
- You may not provide the Services via a rental, lease, transfer, sub-license or any other method to any third party.
- You may not obtain the Services via a rental, lease, transfer, sub-license or any other method to any third party.
- You may not modify, merge, revise, or enhance the Services in any way.
- You may not decompile, disassemble, reverse engineer, and attempt to discover the Software’s source code or otherwise reduce the Software to a human perceivable form.
- You may not export or re-export the Services in any form in violation of any applicable laws and regulations regarding export control of the country in which you obtained them.
- You may not distribute the Services, or transfer the Services in any manner.
- You may not use the Services for a commercial purpose, including not limited to for providing any kind of commercial training, outside your own internal business operations.
3. No Warranty. ER MAKES NO OTHER REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE, CONTENT OR SERVICES. ER DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SOFTWARE OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SOFTWARE AND SERVICE WILL MEET YOU REQUIREMENTS OR EXPECTATIONS; (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY SERVICE OR CONTENT OR INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE APPLICATION SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (V) ERRORS OR DEFECTS WILL BE CORRECTED; AND (VI) EXCEPT FOR EXPENDING REASONABLE COMMERCIAL EFFORTS TO PROTECT AGAINST SUCH VIRUSES, THE SOFTWARE, CONTENT, SERVICES, OR THE SERVER(S) THAT MAKE THE SOFTWARE OR SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SOFTWARE, THE ER WEB SITE, THE SERVICES AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS, AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ER AND ITS LICENSORS. APPLICATION SOFTWARE IS INTENDED FOR USE ONLY IN BUSINESS BUT IF YOU ARE DEALING WITH ER AS A CONSUMER YOUR STATUTORY RIGHTS ARE NOT AFFECTED.
4. Limitation of Liability. ER SHALL NOT BE LIABLE UNDER OR FOR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ER BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES. NOTWITHSTANDING THE FOREGOING, IN JURISDICTIONS WHERE IT IS CONTRARY TO THE LAW TO EXCLUDE LIABILITIES FOR SPECIFIC INSTANCES, ER DOES NOT LIMIT ITS LIABILITY TO YOU FOR DEATH OR BODILY INJURY AS A RESULT OF NEGLIGENCE OR ANY OTHER LEGAL LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.
5. Indemnification. You shall indemnify, defend and hold ER and its parent, subsidiaries, affiliates, officers, directors, employees, and agents, free and harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with your use of the Software and/or the Services and User Content.
6. User’s Data.
- ER does not own any data you enter into the Service unless specifically stated otherwise in this EULA.
- ER will not disclose any information regarding you or your account, including any of your data, without you prior permission except in accordance with this Agreement. ER shall have the right to disclose you information upon the order of any competent court or government agency or upon a good faith belief such information is needed in order to comply with the law in any applicable jurisdiction.
- You agree that ER may use your data to better provide you with related services and products beyond the Software and Service. You further consent to us contacting you about these other services and products by any contact method you have provided to us.
- ER may access your account, including your data to respond to service or technical problems or as otherwise stated in this EULA.
- ER takes no responsibility and assumes no liability for any content that any Users or third parties post or send over the Services (“User Content”). You understand and agree that any loss or damage of any kind that occurs to any User content that any User sends, uploads, downloads, streams, posts, transmits, displays, or otherwise make available or access through the use of the Service, is solely the responsibility of the respective User. In the event ER is required to access any User Content for the purpose of the support related Services, you acknowledge that you don’t provide ER with an access to any personally sensitive data of the Users or of any third party or any other confidential or proprietary information and ER assumes no liability for any consequences as a result of any such disclosures made by you, related to the User Content or otherwise. After cessation or termination of your Services, we shall delete your account and the User Content (if any), within a time frame as may be decided by us at our sole discretion.
- You understand that the Service is not intended to be used with classified information. The Service is not housed on systems that are authorized to store classified information. You further understands that certain characteristics (such a project name, types of equipment, frequency range of equipment, etc) when combined together (such as project and frequency range) might elevate the information entered into the Service to the level of classified information. Therefore it is the your sole responsibility to ensure that any and all information entered into the Service is both individually and collectively unclassified. ER takes no responsibility for any classified information entered into the Service. If in doubt as to the nature of any information you shall consult your own security manager.
- You may terminate your subscription at any time, by selecting the delete account option.
- ER may terminate this EULA and the Service with immediate effect at any time without any prior notice.
8. Maintenance and Support
ER provides the commercially reasonable support through a web-based support system. We will take commercially reasonable efforts to provide you with the support to resolve all your queries.
- Intellectual Property Rights. All the materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music and all Intellectual Property Rights related thereto the Software and/or Services except the User Content(as defined in section 6), are the exclusive property of ER and its licensors. Except as explicitly provided herein, nothing in this EULA shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services.
- Suggestions. ER and, to the extent that it has any, its licensors will have a perpetual transferable worldwide irrevocable non exclusive royalty free license to use all rights, title and interests, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Software (“Submissions”). ER may use such Submissions as it deems appropriate without payment or consideration to you. Further you agree not to use any such Submissions for its own purposes except in conjunction with the Service.
- Governing Laws. The terms of this EULA and the subscription being granted and all related matters shall be governed by the laws of the State of California and shall be enforced in accordance with the laws of the State of California, USA.
- Dispute Resolution. Parties to this Agreement agree and bind themselves that for any dispute, lawsuit, civil action, arbitration or mediation the exclusive venue shall be in the Superior Court of the State of California for the County of Los Angeles save only that ER may in any jurisdiction seek injunctive or other relief to protect its rights or to deal with a breach of this Agreement.
- Severability. In the event that any of the provisions of this EULA shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable. This EULA constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties pertaining to the subject matter hereof are expressly cancelled. Neither the rights nor the obligations arising under this EULA are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect. ER may freely transfer and assign this EULA.
- Waiver. The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such Party in writing.
- Publicity. You agree that by using the Software and/or the Services, you give us a permission and a limited license to use your company name and logo in self-promotional materials, web-page, proposal and similar matters and indicating you as our customer.
- General. You agree to use the Services at your own risk. If You have any questions, complaints or claims with respect to the Services or Software, you should contact to email@example.com.
- Entire Agreement. This Agreement, including any Exhibits, sets forth the entire Agreement and understanding among the Parties regarding the subject matter hereof and supersedes any prior understanding or Agreements, whether written or oral, regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by the Party against whom the same is sought to be enforced.
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