Last update: 22 Jun 2024
Terms and conditions
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Agreement to our legal terms
We are err0, LLC (“Provider”, “we”, “us”, “our”), a California limited liability company. By clicking “Accept” or by accessing or using err0 Services, you, the Customer, agree to be bound by these Terms of Use. These legal terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity you have the legal capacity to represent (“you“), and err0, LLC, concerning your access to and use of the err0 Services. You agree that by accessing the err0 Services, you have read, understood, and agreed to be bound by these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS OF USE, DO NOT CLICK “ACCEPT” AND DO NOT ACCESS OR USE THE ERR0 SERVICES AS YOU ARE EXPRESSLY PROHIBITED FROM USING SUCH SERVICES AND MUST DISCONTINUE USE IMMEDIATELY. We reserve the right to modify and amend these Terms of Use at any time. As further set forth in Section 10.12 below, such modified Terms of Use will become effective upon posting or notifying you via email or other electronic means. By continuing the err0 Services after the effective date of change, you agree to be bound by these modified Terms of Use. Contact - while we are not obligated to provide support concerning your use of the err0 Services, for queries please contact us at support@err0.io. The Services are intended for users who are at least 18 years of age. We recommend that you print a copy of these Terms of Use for your records.
Definitions
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Customer” means the Provider customer named above and its Affiliates which have entered into Order Forms. “Customer Data” means all electronic data and information submitted, entered, uploaded, or retrieved in any form by or for Customer relating to the err0 Services. “err0 Data” means any Records in Customer‘s err0 database, including all other data, text, pictures, sound, graphics, logos, marks, symbols, video, media, or content, in electronic form input or collected through the err0 Services by or from Customer, including without limitation by Customer’s Users. “err0 Services" means the err0 Data, err0 software-as-a service services, and related applications and services provided under Provider’s or any successor brand, that are ordered by Customer under an Order Form. Users shall have access to err0 Services solely via the Internet, and Customer shall not receive or download any software code. “Malicious Code” means viruses, worms, time bombs, Trojan horses, cancelbots, corrupted files, and other harmful or malicious code, files, scripts, agents, or programs. “Order Forms” means the ordering documents for err0 Services hereunder that are entered into between Provider or any of its Affiliates and Customer from time to time, including amendments and addenda thereto. “Records” means business records pertaining to a Customer, which include at a minimum (unless otherwise stated in an Order Form), Customer company name, address, website and telephone number; and business records pertaining to an individual, which include at a minimum (unless otherwise stated in an Order Form), first name, last name, title, business address, business website, business email address, and business telephone number. “Users” means individuals who are authorized by Customer to use the err0 Services, and, if an err0 Service is provided on a per-User basis, for whom subscriptions to the err0 Service have been purchased. Users may include but are not limited to employees and owners of Customer, and third parties (such as consultants, contractors and agents) using the err0 Services exclusively for Customer’s benefit.
Services
2.1. Provision of err0 Services . Provider shall make the err0 Services available to Customer pursuant to this Agreement and the applicable Order Forms. Customer agrees that its purchases hereunder are neither contingent on the delivery of any fixture functionality or features, nor dependent on any oral or written public comments made by Provider regarding future functionality or features. 2.2. User Subscriptions. Where an Order Form specifies a number of Users, then unless otherwise stated therein, (i) the err0 Services may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing User subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the err0 Services. 2.3. Provider Responsibilities. Provider shall: (i) use commercially reasonable efforts to make the online err0 Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Provider shall give at least a 8-hour notice via the err0 Services and which Provider shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Provider‘s reasonable control, including without limitation, acts of God, acts of government, war, riots, natural disasters, flood, fire, earthquakes, civil unrest, acts of terror, strikes, telecommunications failures, Internet service provider or hosting facilities failures or delays, or denial of service attacks; and (ii) provide the err0 Services only in accordance with applicable laws and government regulations, including without limitation those pertaining to privacy. 2.4. Responsibility for Application and Content Hosting. Provider shall provide for the hosting of the err0 Services at its own expense, provided that nothing herein shall be construed to require Provider to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by Customer or any User to gain access from the Internet to the err0 Services. 2.5. Updates. Customer is obligated to accept all patches, bug fixes, updates, maintenance, and service packs (collectively, "Patches") necessary for the proper function and security of the err0 Services, as such Patches are generally released by Provider. Except for emergency or security related maintenance activities, Provider will coordinate with Customer the scheduling of application of Patches, where possible, based on Provider's next available standard maintenance window. 2.6. Customer Responsibilities. Customer shall (i) be responsible for compliance with this Agreement by its personnel and Users, (ii) use the err0 Services solely for its internal purposes, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the err0 Services, and notify Provider promptly of any such unauthorized access or use, and (iii) use the err0 Services only in accordance with applicable laws and government regulations (including without limitation those pertaining to unsolicited email). Customer shall not (a) make the err0 Services available to anyone other than Users, (b) sell, resell, rent or lease the err0 Services, (c) use the err0 Services to send any form of duplicative and unsolicited messages, or to harvest, collect, gather, or assemble information or data regarding other users without their consent, (d) use the err0 Services to store, transmit, or post infringing, libelous, defamatory, threatening, or otherwise unlawful or tortious material, or material harmful to minors, or store or transmit material in violation of third-party privacy or publicity rights, (e) use the err0 Services in connection with any individual credit, employment, or insurance decisions, or to create or contribute to a “Consumer Report" for purposes of the U.S. Fair Credit Reporting Act, (f) use the err0 Services to store or transmit Malicious Code, (g) interfere with or disrupt the integrity or performance of the online err0 Services or the data contained therein, or (h) attempt to gain unauthorized access to the err0 Services or their related systems or networks, or (i) interfere with another user’s use and enjoyment of the err0 Services. 2.7. Customer Data. Customer is responsible for retaining backup copies of all Customer Data, and for implementing its own disaster-recovery plan. Customer will use reasonable security precautions, in accordance with industry standards, in light of its use of the err0 Services. Customer shall have sole responsibility for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data, and the means by which Customer Data was acquired. Except for pseudonymized patient identification numbers, Customer shall not provide any “special categories of personal data” or health care provider data to Provider, and shall not use err0 Services to process such data. For the purposes of this section, “special categories of personal data” shall have the meaning as set forth in the EU General Data Protection Regulation, such data is also known as “sensitive data” under other laws and regulations regarding the processing of Personal Data. 2.8. Limited Customer Data Use. Customer hereby grants Provider a limited, non-exclusive, and non-transferable (subject to Section 10.8 below) license to access, use, copy, reproduce, process, transmit, and display Customer Data submitted to the err0 Services by Customer Users, or provided by Customer to Provider for the limited purpose of providing the err0 Services and displaying the Customer Data to Users for the duration of this Agreement. Provider may also compile statistical and other information related to the performance, operation, and use of the err0 Services, in aggregated form from all Customers for security and operations management, to create statistical analyses, and for research and development purposes, and may make such data publicly available so long as it does not incorporate Customer Data or Confidential Information in a form that could serve to identify Customer or any individual User, and does not constitute “special categories of personal data.” 2.9. Customer Suspension . If any User: (a) violates this Agreement; (b) is using the err0 Service in a manner that Provider reasonably believes may cause a security risk, a disruption to others’ use of the err0 Services, or liability for Provider, Provider may, upon written notice to Customer specifying the non-compliance in reasonable detail: (i) suspend the account of such User; and (ii) require the Customer to remove the non-compliant Customer Data from the err0 Services immediately. If Customer fails to do so, Provider may, at its own option, delete the non-compliant Customer Data from the err0 Services or terminate access to such Customer Data. 2.10. Temporary Suspension. Provider may temporarily suspend Customer’s passwords, account, and access to or use of the err0 Services if in Provider's reasonable judgment, the err0 Services, or any component thereof, are about to suffer a significant threat to security or functionality. Provider will provide advance notice of any such suspension in Provider's reasonable discretion based on the nature of the circumstances giving rise to the suspension. Provider will use reasonable efforts to re-establish the affected err0 Services promptly after Provider determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, Provider will make available to Customer such Customer Data as existing; on the date of suspension. Provider may terminate the err0 Services if any of the foregoing causes of suspension is not cured within thirty (30) days after Provider's initial notice thereof. Any suspension or termination by Provider under this paragraph shall not excuse Customer’s obligation to make payment(s) under this Agreement. 2.11. Customer Audit . Provider may audit Customer’s use of the err0 Services, through use of software tools, or otherwise, to assess whether Customer’s use of the err0 Services is in accordance with this Agreement. Customer agrees to cooperate with Provider's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within thirty (30) days of written notification any fees applicable to excess use of the err0 Services. If Customer does not pay, Provider can terminate or suspend the err0 Services. Customer agrees Provider shall not be responsible for any of Customer’s costs incurred in cooperating with the audit. 2.12. Customer Affiliates. Customer Affiliates may purchase User subscriptions in their own capacity by executing Order Forms hereunder. By entering into an Order Form hereunder, such Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. 2.13. Customer Compliance. Customer remains solely responsible for all legal and regulatory compliance in connection with Customer’s use of the err0 Services, and must notify Provider of any technical requirements that result from such regulatory requirements prior to entering into this Agreement.
Fees and Payments
3.1. Fees. Customer shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on err0 Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions or Records purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. 3.2. Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net-10 days from the invoice date; for the first term, fees are due net-10 days, and prior to start using the err0 Services. Customer is responsible for providing complete and accurate billing and contact information to Provider, and notifying Provider of any changes to such information. 3.3. Overdue Charges. if any amounts invoiced hereunder are not received by Provider by the due date, then at Provider’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) Provider may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment" section above. 3.4. Suspension of err0 Services. If any charge owing by Customer is 15 days or more overdue, Provider may, without limiting its other rights and remedies, suspend err0 Services until such amounts are paid in full, provided Provider has given Customer 5 or more days’ prior notice that its account is overdue in accordance with the “Notices” section below. 3.5. Payment Disputes. Provider shall not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if the applicable charges are subject to a reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute. 3.6. Taxes. Unless otherwise stated, Provider's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Provider has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Provider is solely responsible for taxes assessable against it based on its income, property, and employees.
Proprietary Rights
4.1. Reservation of Rights in err0 Services. Subject to the limited rights expressly granted hereunder, Provider reserves all ownership, rights, title, and interest in and to the err0 Services, including all related intellectual property rights and derivative works thereof. No rights are granted to Customer hereunder other than as expressly set forth herein. 4.2. Restrictions. Customer will not use the err0 Services for any purpose beyond the scope of rights granted under this Agreement. Customer shall not (i) permit any third party to access or use the err0 Services, except as permitted herein or in an Order Form, (ii) create derivative works based on the online err0 Services except as permitted herein, (iii) copy, frame, or mirror the online err0 Services, other than copying or framing on Customer's own intranets or otherwise for its own internal business purposes, (iv) decompile, disassemble,reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of the err0 Services are compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such code, (v) systematically access the err0 Services using “bots” or “spiders”, (vi) use the err0 Services in any time-sharing or services bureau arrangement, or (vii) access the err0 Services in order to (a) build a competitive data-related commercial product or service, or (b) copy any features, functions, or graphics of the err0 Services. For clarity, nothing in this paragraph shall prevent Customer from copying, reformatting, or transmitting err0 Data acquired by Customer hereunder, subject to the remaining terms of this Agreement. 4.3. Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the err0 Services, including without limitation by protecting its passwords and other log-in information. Customer will notify Provider immediately of any known or suspected unauthorized use of the err0 Services or breach of its security and will use best efforts to stop said breach. Customer shall be responsible for all changes to and/or deletions of err0 Data. 4.4. Compliance with Laws. In its use of the err0 Services, Customer will comply with all applicable laws, statues, regulations, and rules, including without limitation the EU General Data Protection Regulation, other laws governing privacy, the protection of personal data, personally identifiable information, and laws applicable to the protection of err0 Data. 4.5. Suggestions. Customer hereby grants Provider a royalty-free, worldwide, transferrable, assignable, non- exclusive, irrevocable, perpetual license to use and incorporate into the err0 Services any suggestions, enhancement requests, modifications, improvements, recommendations, or other feedback provided by Customer, including Users, relating to the err0 Services (but excluding Customer’s Confidential Information), collectively defined as “Feedback.” Provider may exploit the Feedback without compensating or crediting the Customer or User in question, and such Feedback shall not be considered Confidential Information subject to Article 5 below. 4.6. Federal Government End Use Provisions. Provider provides the err0 Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the err0 Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202- 3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Provider to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. 4.7. Privacy Policy. The Provider privacy policy applies only to the err0 Services and does not apply to any third- party website or service linked to the err0 Services or recommended or referred to through the err0 Services. The terms of this Agreement will govern in the event of any conflict between this Agreement and any Provider privacy policy posted online, which Provider may revise at any time by posting a new version online, which will become effective on the date it is posted. 4.8. Risk of Exposure - Accuracy . Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the err0 Services, Customer assumes such risks. Provider offers no representation, warranty, or guarantee that err0 Data will not be exposed or disclosed through errors or the actions of third parties. Provider will have no responsibility or liability for the accuracy of data uploaded to the err0 Services by Customer, including without limitation err0 Data and any other data uploaded by Users.