Terms of Use

Effective Date: September 29, 2024

Introduction

Welcome to the Ersys.com website at https://www.ersys.com/index.htm (the "Site"). These Terms of Use, and any applicable supplemental or promotional terms and conditions and our Privacy Policy, which are incorporated by reference (collectively, the "Terms"), constitute a legal agreement between you, a user of the Site ("you" or "your"), and Ersys, a division of Synergos Technologies Inc ("Synergos," "we," "us," or "our"). The Terms govern your use of the Site, including all related webpages, and downloadable materials, information, photos, scripts, code, software, or other form of information or documentation ("Content") that appears on the Site.

Please read our Terms of Use and Privacy Policy carefully. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE SITE.

This Agreement contains a mandatory arbitration provision that, as described in Section 16 below, requires use of arbitration on an individual basis to resolve disputes, rather than by jury trials or any other court proceedings, class actions, or class arbitrations.

1. Privacy Policy. Please review our Privacy Policy, which is part of these Terms and describes how we handle any Personal Information about Site users. By accessing, browsing, or using the Site, you expressly consent to the collection, use, storage, processing, and disclosure of your information, including Personal Information, as described in our Privacy Policy.
2. Copyright. Synergos retains all rights, title, and interest in all the materials and Content on the Site, including text, photographs, graphics, logos, button icons, audio, video, scripts, code, and software, and those rights are protected by United States and international copyright laws and other intellectual property laws. As further described in Section 3, your use of the Site, and information or data obtained from the Site, is granted subject to these Terms and pursuant to a limited, non-exclusive, non-transferable, non-sublicensable license granted by Synergos, and is revocable at any time at our sole discretion. Any use of the Content on the Site in accordance with these Terms is subject to the copyright notice remaining on the image. Any removal of the copyright notice on any Content renders the license granted in this section void.
3. Permitted Distribution. You may copy or distribute the materials and Content that appears on the Site only for non-commercial purposes, specifically, research, teaching and learning, and other similar purposes regarding educational, health care, environmental, economic, technology, social, and political issues. You may not use the Site materials or Content for any other commercial purpose or in any manner that disparages or discredits any person. All distributed copies must display the following copyright notice: "c Synergos Technologies Inc." Permission to copy or distribute any materials that appear on the Site that are not owned or copyrighted by Synergos must be obtained from the third party that owns such content.
4. Links, Frames, and Metatags. You may link to the home page of the Site as long as you do not do so in a false or misleading manner. You may not frame the content of the Site. You may not use metatags or any other "hidden text" that incorporates our Site's contents without our express prior written consent.
5. Links to Other Websites. For your convenience, the Site contains links to other websites that we think may be of interest to you. We do not endorse or sponsor any third-party websites or the information, products, or services contained on any third-party websites and we have no control over third-party websites or their content. Remember that when you link to or share Content on another website, that other website is governed by its own user agreement and privacy statement, which you should read. Access to and use of any third-party website is solely at your own risk.
6. Site Availability and Support. You may access the Site if and when it is available. We do not guarantee availability of the Site or of materials and Content on the Site. The Site may occasionally be down for service, upgrades, or for other reasons. To the maximum extent authorized under applicable law, we reserve the right to change, remove, delete, restrict, block access to, or stop providing any or all of the Site at any time and without notice. We have no obligation to provide support in relation to the Site or Content.
7. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, INCLUDING ALL TEXT, GRAPHICS, LOGOS, AUDIO AND VIDEO CLIPS, PHOTOGRAPHS, AND OTHER CONTENT IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SITE. IN PARTICULAR, WE MAKE NO WARRANTY THAT THE SITE OR CONTENT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) WILL BE FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL OR MALICIOUS COMPONENTS. NOR DO WE WARRANT THAT ANY DEFECTS OR ERRORS ON THE SITE OR CONTENT WILL BE CORRECTED. WE DO NOT ASSUME ANY LIABILITY RELATING TO DELAYS OR INTERRUPTIONS ATTRIBUTABLE TO THIRD PARTY FAILURES BEYOND OUR CONTROL. THE SITE AND ALL CONTENT OR MATERIALS YOU DOWNLOAD OR OBTAIN FROM THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM.
8. DISCLAIMER OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTIONS 9 OR 10, OUR MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS OR THE SITE SHALL BE LIMITED TO FIVE DOLLARS ($5.00). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OR THE SITE WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. YOU AND SYNERGOS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
10. INDEPENDENT REMEDIES. The exclusion of damages under Section 7 is independent of your exclusive remedy in Section 11 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Sections 7, 8, and 9 apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
11. NOTICE ON POTENTIAL LIMITS OF SECTIONS 7, 8, and 9. Some jurisdictions do not allow the exclusion or limitation of damages (including incidental or consequential), loss, or liability from intentional acts (including fraud, fraudulent misrepresentation, and failure to disclose defects), product liability, or for death or personal injury. Nothing in Sections 7, 8, and 9 will be interpreted as excluding liability which cannot under applicable law be excluded in those jurisdictions. If you reside or are otherwise subject to the laws in one of those jurisdictions, any statutory entitlement available to you will be deemed limited to the extent (if at all) permissible under that law and, if limitation is not permitted, the limitations and exclusions in this section may not apply to you.
12. Indemnification. You hereby agree to defend, indemnify, and hold Synergos, its directors, officers, employees, agents, partners, suppliers, and licensors harmless and will keep them indemnified from any third-party claims or demands, including reasonable attorneys' fees, relating to, arising from, or allegedly arising from (a) your use of the Site; (b) any violation by you of these Terms; or (c) your violation of any other party's rights or applicable law.
13. Notices. We may give you all required notices (including legal process) by any lawful method, including by posting notices on the Site or by sending notice to any email address you provide to us.
14. Changes to these Terms. We reserve the right to change these Terms at any time, in our sole discretion, upon notice to you. We may give notice by posting updated Terms on the Site, sending you an email, or by any other reasonable means. You should periodically review these Terms for changes, and you can review the most current Terms at any time at: Terms of Use. The updated Terms will govern your use of the Site as of the Effective Date indicated at the top of these Terms. If you do not agree to the updated Terms, you should stop using the Site. Your use of the Site after the Effective Date of the updated version of these Terms constitutes your acceptance of the updated Terms.
15. Termination. We reserve the right to terminate the Site and these Terms at any time without notice for any reason, including for your violation of these Terms or of our Privacy Policy. Sections 9 and 16 of the Terms survive any such termination.
16. Governing Law; Dispute Resolution; Class Action Waiver. This Agreement and your activities under it, are governed solely by and shall be construed solely in accordance with the laws of the United States and the State of Texas, U.S.A., without regard to its principles of conflicts of law regardless of your location.
    
    ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY (EACH, A "DISPUTE"), WILL BE RESOLVED VIA ALTERNATIVE DISPUTE RESOLUTION INSTEAD OF IN COURT BY A JUDGE OR JURY.
    
    In the event of a Dispute, each Party will promptly appoint a knowledgeable, responsible, and authorized representative to meet and negotiate in good faith to resolve the Dispute. The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives during the ninety (90) days following appointment of the representatives for the Parties. Discussions and correspondence among the representatives are solely for purposes of a prospective settlement of the Dispute and are exempt from any discovery and/or production in any future proceedings and will not be admissible therein without the concurrence of the Parties.
    
    If a Dispute cannot be settled through these discussions, the Parties agree to attempt to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures during the ninety (90) days following termination of the discussions of the representatives for the Parties. Mediation shall be in Austin, Texas. The Parties will cooperate with one another in selecting a mediation service and will cooperate with the mediation service, and with one another, in selecting a neutral mediator and in scheduling the mediation proceedings. The mediator's fees and expenses will be shared equally between the Parties.
    
    The Parties further agree that any unresolved Dispute following mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Austin, TX U.S.A.
    
    The arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party's actual damages, except as may be required by statute. The arbitrator shall award to the prevailing Party, if any, as determined by the arbitrator, all of their costs and fees (e.g., reasonable pre-award expenses of the arbitration, including arbitrator fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone charges, witness fees, and attorneys' fees). Except as may be required by applicable law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The Parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that Party to present evidence or cross-examine witnesses.
    
    YOU FURTHER AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU AGREE THAT WE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY, AND YOU ARE AGREEING TO GIVE UP ANY LEGAL RIGHT YOU MAY HAVE TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION.
17. International Use. Synergos servers and operations are located primarily in the United States and our policies and procedures are based primarily on United States law. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including Submissions and Personal Data) to and in the United States and/or other countries; (ii) if you are using the Services from a country embargoed by the United States, or are on the United States Treasury Department's list of "Specially Designated Nationals," you are not authorized to access or use the Services; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Services. The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which that would subject Synergos or its affiliates to any registration requirement within such jurisdiction or country.
18. Miscellaneous. If any provision of these Terms is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of these Terms will remain in full force and effect. Section titles are only for convenience and have no legal or contractual significance. We may assign these Terms, in whole or in part, at any time, with or without notice to you. You may not assign, transfer, or sublicense your rights, if any, in the Site or Content. If, at any time, we fail to respond to a breach of these Terms by you or others, such failure will not waive our right to act with respect to subsequent or similar breaches. A waiver will only be binding on us if it is in writing and signed by us. These Terms (including any incorporated terms or policies) constitute the entire agreement between you and Synergos with respect to the Site. Both you and Synergos warrant to each other that, in entering these Terms, neither you nor Synergos have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and Synergos or Synergos' successors and permitted assigns, will have any right to enforce these Terms.
19. Comments and Questions. If you have any questions, comments, or concerns about the Site, including materials appearing on the Site, you may contact us by the following:
    
    Telephone: 512-343-1963
    Postal Address: 4102 Spicewood Springs Rd, Ste. 105
    Attention: Ersys Design Team