Welcome to Erplain, a web-based service provided by Erplain Inc. and its affiliates, specifically designed for small businesses worldwide. These terms of use outline the responsibilities of both Erplain as a service provider and you as a user and subscriber. WE STRONGLY RECOMMEND THAT YOU CAREFULLY READ AND UNDERSTAND ALL THE TERMS AND CONDITIONS OUTLINED IN THIS DOCUMENT.
If you use this website or service, you are agreeing to be bound by these Terms of Use without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF OPERATING OUR SERVICE, UNLESS EXPRESSLY SET OUT IN THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth under this agreement, or if you breach any of the Terms of Use contained herein, your permission to use the Erplain or access any of the Services offered by it immediately lapses, and you must destroy any materials downloaded or printed from Erplain. Erplain Inc. reserves the right to modify or change these Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on the Site. Your use of Erplain is subject to the most current Terms of Use posted on the Site at such time. The most current version can be reviewed by clicking "Terms of Use" hyperlink at the bottom of our Site pages.
The following terms shall have the following meaning throughout the Terms of Use.
"Agreement" or "this agreement" refers to these Terms of Use.
"Applicable law" refers to the laws currently in force in the city of Grenoble, France which shall govern this agreement.
"Site" means this website, all related webpages, and all related websites operated by affiliates or divisions of erplain Inc., but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
"Service" and "Services" refer to customer, orders and inventory management services and other small business–related services and Support offered through erplain from time to time.
"Subscriber" refers to any person who holds an account with us and utilizes our Services.
"Support" means free and paid technical support and assistance provided to users by erplain Inc. and other third party contractors of erplain Inc from time to time.
"Erplain", "we", "us" shall refer to Erplain Inc. and all its affiliates and subsidiaries.
"Erplain" means the Site and all mobile applications and other applications which provide access to the Services offered by Erplain and its affiliates from time to time.
"Erplain parties" includes Erplain Inc., its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.
"You" and "user" shall refer to any person who visits the Site or uses Erplain and includes a subscriber and its employees and agents.
Erplain grants you a non-exclusive, non-transferable limited license to use the Erplain and related resources in accordance with these Terms of Use. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements.
You acknowledge that you must provide for your own access to the World Wide Web and pay all costs associated with such access and with the use of the Services, as well as procure all equipment that is necessary in order to access the World Wide Web and use the Services, including but not limited to a computer, a modem, a printer, and in some cases a mobile device, tablet computer or other equipment. Furthermore, you shall also be responsible for the maintenance of such equipment.You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.Erplain may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. Erplain may also limit the geographic locations or jurisdictions where certain Services may be available.Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of Erplain or the Services whatsoever is to discontinue using Erplain and the Services.The subscribers and the users shall be responsible for maintaining the confidentiality of their usernames and password, and the subscriber will be responsible for all activities performed under their passwords, as well as unauthorized use.You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using Erplain or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of Erplain and the Services. Erplain accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using Erplain or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
You agree to use Erplain and the Services for the purposes that they were intended, and only in accordance with the terms of this agreement.
If you register an account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of Erplain. Your registration for Erplain constitutes consent to use any personal information which you provide us in such registration for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied. You will also select a username and password. You are responsible for keeping your username, password, account details, and all information required in connection with your use of Erplain confidential and up to date. If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business's principals to open the account and that you have shared all usernames, passwords and access credentials with other authorized representatives in your business and that you have provided us with the business contact information of at least one other person. If you leave the business and your business's principal contacts us, we may be required to provide access to the Erplain account. You agree to hold harmless and release the Erplain Parties from any liability if we do so.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the Erplain Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the Erplain Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
Erplain and its licensors and suppliers own both the proprietary rights, as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using Erplain and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within Erplain constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using Erplain by a user or otherwise provided for accessing Erplain on the user's behalf shall at all material times remain the property of the user. The user hereby grants to Erplain a worldwide, perpetual, royalty free, non-exclusive right and license to use all content provided by the user in connection with Erplain and the Services for uses related to the delivery of the Services.
Materials on and relating to Erplain, including the content of Erplain and any software downloaded from Erplain, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, Erplain reserves all rights in and to such materials. The subscriber will not store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of Erplain or any content therefrom without Erplain's express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to Erplain.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following:
No screenshot may be used from any beta version of Erplain unless it has been commercially released to the public;
The use is for illustrative purposes;
The use may not imply any endorsement or affiliation by or with Erplain;
The screenshot does not contain any commentary which may appear to have been attributable to us;
The screenshot does not contain any third party content; and
The use does not infringe on any of these terms of use.
Erplain has rights to several trade-marks which it uses in connection with the operation of Erplain. Erplain does not grant the users any right or license to use the Erplain trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall use any means to restrict or prevent another user from accessing or enjoying Erplain.
No user shall be permitted to upload material into Erplain that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use Erplain and the Services in a manner which could block access to, impair, damage or otherwise disable Erplain or any of our servers. You may not attempt to gain unauthorized access to Erplain or to any other user's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Erplain in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on Erplain, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize Erplain under false pretences.
The subscribers and the users hereby agree to release, remise and forever discharge the Erplain Parties from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, including without limitation any lost profit, indirect, consequential, exemplary, incidental, special or punitive damages (collectively, a "claim") whether known or unknown, which now or hereafter arise from, relate to, or are connected with (I) this agreement; (II) the use of Erplain and its Services and any related applications and third party services; (III) the use of any software related to Erplain; (IV) viruses, spyware, service provider failures or internet access interruptions; (V) loss of use, loss of data, error, inaccuracy of data, payment failure, payment defect, inaccurate calculations (except as otherwise set out herein), downtime, identity theft, fraud or unauthorized access; or (VI) any information, document, materials, tools, utilities, product or data that relating to the use of Erplain and the Services; whether such claim is based in contract or tort or otherwise, even if we have been advised of the possibility of such claim, or such claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.
For greater certainty, in no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this agreement or your use of, or inability to use, the Site or Services, even if we have been advised of the possibility of such damages. Access to, and use of, Erplain and Services are at your own discretion and risk, and you will be solely responsible for any damage, misuse, error, or loss of data arising from such access and use.
Except in the manner provided for in these terms of use, Erplain, its licensees, affiliates, and third party service providers, disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title, non-infringement of intellectual property, or merchantability or merchantable quality; or that Erplain, the Services, any third party services and online services, and any content, materials, tools, utilities, software and functionality will: (I) be fit or suitable for any specific purpose or intended use; (II) meet the users' requirements and expectations; (III) be uninterrupted, flawless, timely, accurate, reliable, secure or error free, or; (IV) be free of viruses or other harmful elements. You expressly acknowledge and agree that Erplain and the Services are provided on an "as is" basis, and you agree to use Erplain, the Services, any third party services and online services, and any content, materials, tools, utilities, software and functionality related to Erplain at your own risk. You agree to determine the suitability of Erplain and Services for your intended use and agree to verify all results obtained using Erplain and the Services.
If you are a California resident, you hereby waive California civil code 1542 in connection with any release provided by you in these terms of use, including the foregoing, which section states: "a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which if known by him or her must have materially affected his or her settlement with the debtor."
You are solely responsible for cancelling your account in the correct manner. You may cancel your account at any time by contacting us. We require a minimum of 48 hours cancellation notice prior to your next billing date.
There is no cancellation fee.
Erplain may terminate this agreement and your use of Erplain at any time without notice, including, without limitation, if you breach any of these terms. Subscribers may use Erplain on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. The following are the ways in which the agreement between a subscriber and Erplain may be terminated.
a. You follow the Cancellation instructions found on your Account Settings page.
b. We issue notice to any party to the effect that that party has in our reasonable judgment breached this agreement or any other agreement as between the parties and upon expiration of 7 days to remedy the breach and such party failing to do so.
c. In case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.
Upon such termination, you must immediately cease using Erplain indefinitely. We may at our option immediately block your access to Erplain.
You own all of your business's private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and erplain. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
For the purposes of fraud prevention and law enforcement;
To comply with any legal, governmental or regulatory requirement;
To our lawyers in connection with any legal proceedings; and
To comply with a court order.
If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request. Erplain's Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.
You may, when using our Site and Services, be directed to websites maintained by other third party service providers.
You acknowledge that such sites and services are completely independent of Erplain and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. You acknowledge that any use of the products and services offered by third party services providers will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of Erplain.
The subscriber and the user acknowledge that we may retain a copy of his/her/its transactional information gathered through the use of Erplain and other information uploaded on the subscribers' account. We may, in certain circumstances, export user information outside of France. We shall not share personal information with anyone except in the manner provided in our Privacy Policy.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseeable event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labor disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
All provisions of these Terms of Use are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these Terms of Use should be determined to be unenforceable, the remaining Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of France applicable therein as applied to agreements entered into and to be performed entirely within France, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in France. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of Grenoble, France.
You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis, and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.
You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only.
