Emerios Mobile and Web Applications and Services

Terms of Service Agreement

Last Updated 2019-03-22

USER ACCEPTANCE OF TERMS

By proceeding and accessing our mobile or web applications and services, you hereby agree to be bound by these terms and all terms incorporated herein by reference.  Please read them carefully.

If you do not expressly agree to all Terms and Conditions contained herein then immediately discontinue all use of our Mobile or Web Applications and Services.

The following Terms of Service Agreement (the "TOS") is a legally binding agreement that shall govern the relationship with all users and others who may interact or interface with Emerios Enterprise Services, Inc., also known as Emerios, located at 1 Columbia, Suite 250 Aliso Viejo, CA 92656, and our subsidiaries and affiliates, in association with the use of Emerios branded websites and its Mobile Application and its Services, which shall be defined below.

DEFINITIONS

  • User: Anyone that uses or has used an Emerios Product or Service. Also known as ‘Agent’ or ‘End User’ or ‘Representative’.
  • Emerios Customer: An entity or representative of an entity that purchases an Emerios Product or Service.
  • End Customer: An individual that has purchased a product or service from an Emerios Customer. 
  • Service Provider: An entity or representative of an entity that provides a service which is utilized within a Emerios Product or Service.
  • Service: Emerios’ Platform, Quest Application, and related systems and technologies, as well as the website http://Emerios.com, and all software, applications, data, reports, text, images, and other content made available by or on behalf of Emerios through any of the foregoing. The “Service” does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not Emerios designates them as “official integrations”.

PRIVACY POLICY

Emerios cares about data privacy and security. Please review our Privacy Policy for privacy practices and information about our use of Cookies

By using the mobile and web applications and services, you agree to be bound by our Privacy Policy, which is referenced into these Terms of Service. 

DESCRIPTION OF APPLICATIONS & SERVICES OFFERED

Emerios offers their Customers (the Emerios Customer) mobile and web applications and services that give their end users the ability to perform one or more of the following functions - customer onboarding and engagement, agent management and onboarding, reporting, engaging in third party verification services and compliance/auditing functions.  These details, authorized by the Emerios Customer, are outlined in separate agreements (“Emerios-Client Agreements”).  For clarity, nothing in these TOS are meant to modify the terms of any (“Emerios-Client Agreements”).  In the event of any conflicts between these TOS, the (“Emerios-Client Agreements”) shall supersede this Agreement.

USER REPRESENTATIONS

Use License

Emerios hereby grants its Users a revocable, non-exclusive, non-transferable, limited right to install and use the mobile or web applications on electronic devices owned or controlled by you or the clients/customers of Emerios, and to access and use the mobile or web applications on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Service.

Acceptable Use & Safeguarding

You acknowledge and agree that the mobile and web applications and services provided are the sole property of Emerios.  Emerios may offer additional website Services and/or products, or update, modify or revise any current content and Services, and this Agreement shall apply to any and all additional Services and/or products and any and all updated, modified or revised ServBranding Alignment Statusices unless otherwise stipulated.

The Emerios Customer will provide you all information necessary to effectively use the mobile or web applications and services and you must follow all codes of conduct/standards of conduct and any other guidelines specified by the Emerios Customer.  Emerios will not be held liable for misuse of the application or nefarious or fraudulent activities undertaken while using the application.

You will be required to sign onto the mobile application and website services.  It is suggested that you agree to keep your password confidential.  You are responsible for the protection of and all use of your account and password.  

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend your account and refuse any and all current or future use of the Service (or any portion thereof) until an investigation has been completed in conjunction with the Emerios Customer.   A negative finding from the investigation may result in termination of your account and any and all current or future use of the Service (or any portion therein).

It is recommended that a periodic/frequent review of this Agreement and any and all applicable terms and policies should be made by you to ensure you are aware of all terms and policies currently in effect.  Should you not agree to the updated, revised, or modified terms, you must stop using the provided Services forthwith.

Prohibited Activities

You may not access or use the mobile application for any purpose other than that for which you are permitted to within the business Agreements between Emerios and the Emerios Customer (“Emerios-Client Agreements”).

As a user of the mobile or web applications you agree not to:

  1. Make any unauthorized use of the mobile or web application and services, including collecting end customer personal information by electronic or other means for nefarious purposes.
  2. Circumvent, disable, or otherwise interfere with security-related features of the mobile or web applications and services, including features that prevent or restrict the use or copying of any Application Content.
  3. Make improper use of our support services or submit false reports of abuse or misconduct.
  4. Interfere with, DISRUPT, or create an undu(e burden on the client/server system or the networks or services connected to the mobile or web applications and services.
  5. Attempt to impersonate another user or person or use the username of another user.
  6. Use any information obtained from the mobile or web application and services in order to harass, abuse or harm another person.
  7. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up any parts of the mobile or web applications and services.
  8. Attempt to bypass any security or authentication measures of the mobile or web applications and services designed to prevent or restrict access to the mobile or web applications or services, or any portion therein.
  9. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the mobile or web applications and services to you.
  10. Use the our mobile or web applications and services in a manner inconsistent with any applicable laws or regulations.

Electronic Communications

When you use Emerios mobile or web applications and services and send e-mails, text messages, and other communications from your desktop, laptop, or mobile device to us, you will be communicating with us electronically. 

  1. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages.
  2. You may retain copies of these communications for your records.
  3. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

TERM AND TERMINATION

These Terms of Service shall remain in full force and effect while you are an active user of the Mobile, web application and corresponding services and after you no longer consume services.

Without limiting any other provision of these Terms of Service, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the mobile or web application or service to any person for any reason or for no reason, including without limitation for breach of any representation, warranty or covenant contained in these terms of service or of any applicable Law or Regulation.

It is at the discretion of Emerios to restrict access of any user for any suspected violation of these terms of service.  Emerios will report the suspected or confirmed violation and any actions taken by Emerios to the Emerios customer for investigation.  If the Emerios Customer agrees with the report findings, the Emerios Customer will determine the correct action in conjunction with Emerios.  If harm has been caused by the violation, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

At times, the Emerios’ mobile and web applications and services will be unavailable.  We may experience hardware, software or other problems or need to perform maintenance related to the Site.  It is our goal to complete all maintenance after business hours to lessen impact to end users and resolve all incidents that may occur as fast as possible.  Service Level Agreement and Incident Response times are defined in the (“Emerios-Client Agreements”).

MOBILE APPLICATION LICENSE

Apple and Android Devices

The following terms apply when you use a mobile application obtained from an “App Distributor” (e.g. the Apple Store, Google Play or Mobile Device Management system – aka MDM) to access the application: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Service or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (4) you must comply with applicable third-party terms of agreements when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (5) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Service, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Service against you as a third-party beneficiary thereof.    

THIRD PARTY COMPONENTS & DISCLOSURES

The Mobile or Web Applications and Services provided may include certain third-party components.  Emerios will abide by terms of use, service and/or licensing requirements of any and all third-parties.

GOVERNING LAW

This “Terms of Service” Agreement shall be interpreted under Delaware law.  Any litigation arising out of this Agreement shall be filed in a State or Federal court located in Delaware.  THE RIGHT TO TRIAL BY JURY OF ANY SIZE IS IRREVOCABLY WAIVED.  The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation”.  Unless the context requires otherwise, any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation (or any successor law or regulation thereto) as the same may be amended, modified, or supplemented from time to time.  The term “sole discretion” with respect to any determination to be made by a Party under this Agreement shall mean the sole and absolute discretion of such Party, without regard to any standard of reasonableness or other standard by which the determination of such Party might be challenged, and such Party shall be entitled to consider any interests and factors as it desires, including its own interests.  This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which taken together shall constitute one and the same instrument, and may be delivered electronically.

WARRANTY DISCLAIMERS

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

  1. THE USE OF SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. EMERIOS SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. EMERIOS AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERSEXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  2. EMERIOS AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS MAKE NO SUCH WARRANTIES TO YOU THAT (i) SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH EMERIOS SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
  3. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE POTENTIAL DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
  4. NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM OR BY WAY OF OR FROM EMERIOS SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
  5. A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING EMERIOS SERVICES OR SOFTWARE. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

LIMITATIONS OF LIABILITY

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT EMERIOS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:

  1. THE USE OR INABILITY TO USE EMERIOS SERVICES;
  2. UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
  3. ANY OTHER MATTER WHICH MAY BE RELATED TO EMERIOS SERVICES OR APPLICATIONS.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, Emerios Web Sites, Mobile Applications and Services are proprietary property of Beyond Blue Holdings, Inc., parent company of Emerios and is licensed to Emerios.  All source code, application and website functionality, software, website designs and Emerios created/owned audio, video, text, photographs and graphics on the mobile apps and websites (collectively, the “Application Content”) and the trademarks, service marks and logos contained therein (the “Marks”) are owned or controlled by Beyond Blue Holdings, Inc., and is licensed to Emerios, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions and international conventions unless specified in business agreements (“Emerios-Client Agreements”).  Except when specified in business agreements (“Emerios-Client Agreements”) or as expressly provided in these Terms of Service, no part of the Mobile or Web Application or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

COPYRIGHT COMPLAINTS

Beyond Blue Holdings, Inc., parent company of Emerios, and Emerios respects the intellectual property of others.  If you believe that your work has been copied in a way that constitutes copyright infringement, please submit any complaints to the following address:

Emerios Enterprise Services, Inc.
1 Columbia, Suite 250
Aliso Viejo, CA 92656
Attn: Legal Department

Include in the complaint the following information:

  1. A physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. A description of the copyrighted work that you claim has been infringed upon;
  3. A description of where the material that you claim is infringing is located on within the mobile or web application or services;
  4. Your address, telephone number, and e-mail address;
  5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Please note that the procedure outlined above is solely for the purpose of notifying Emerios that your copyrighted material has been infringed upon.

INDEMNIFICATION

You agree to defend, indemnify and hold us harmless, including Emerios subsidiaries, affiliates and all of our respective officers, agents, partners and employees, from and against any loss, damage, liability, claim or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Site;  (2) breach of these Terms of Service; (3) any breach of your representations and warranties set forth in these Terms of Service; (4) your violation of the rights of a third party, including but not limited to intellectual property rights. 

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with Emerios’ defense of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it. 

OUR CONTACT ADDRESS 

For more information about Emerios Enterprise Services, Inc please contact us at this address:

Emerios Enterprise Services, Inc.

1 Columbia, Suite 250

Aliso Viejo, CA 92656

Phone: +1 (866) EMERIOS

Email: info@emerios.com

To resolve an issue or complaint regarding the mobile application or services, please contact us via email at: support@emerios.com

For any and all legal correspondence please contact us at:

Emerios Enterprise Services, Inc.

1 Columbia, Suite 250

Aliso Viejo, CA 92656

Attn: Legal Department