Terms & Conditions
Effective from September 17, 2020.
The Agreement sets forth your rights and obligations as a User with respect to your access to and use of the Platform and use of any and all information or data of any kind arising from access to or use of the Platform, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
If you are accessing or using any part of the Platform on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept this Agreement on its behalf and (b) to bind such business, organization, or entity to the Agreement.
BY ACCEPTING THESE TERMS AND CONDITIONS BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN STATEMENT OF WORK THAT REFERENCES THESE TERMS AND CONDITIONS, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THIS TERMS AND CONDITIONS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CLIENT-CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS DOES NOT HAVE SUCH AUTHORITY, IS NOT OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND CONDITIONS AND MAY NOT USE THE SERVICES.
IF USER REGISTERS FOR A FREE TRIAL, PILOT, OR OTHER PLATFORM EVALUATION, THE APPLICABLE PROVISIONS OF THESE TERMS AND CONDITIONS WILL ALSO GOVERN THAT FREE TRIAL, PILOT, OR PLATFORM EVALUATION.
1. Platform Overview.
The Eon Platform permits Users to interact with digital identities for physical goods, principally in the fashion, apparel, and retail industries. Starting with the creation of a unique ID, the Eon Platform collects digital product identify information and product lifecycle data from the point of manufacturing through to point-of-sale and beyond. This lifecycle tracking enables brands to understand what happens to an item after it is purchased and is critical to the effective recycling of the product. Each User of the Platform identifies to a designated User type—i.e., Brand or Brand’s Vendor - that determines the particular features and functionality of the Platform that are available to the User.
To access and use the Platform as a Brand User, Users must be authenticated to and associated with an existing Brand account. Brand Users, among other things, may use the Platform to create and manage digital identities for Brand products. The Platform permits significant flexibility with regard to the complete set of data that a Brand initially provides and seeks to collect with respect to each Brand product (“Digital Identity Profile”). For example, a Brand may create a Digital Identity Profile that initially includes and seeks to collect various product-level data (e.g., model, style, size, and color) and item-level data (e.g., serial number, initial purchase location, initial purchase date, and consumer disposition date). Certain of these data may be sourced from the Brand (e.g., a Global Trade Item Number (GTIN), model, style, size, and color) (“Brand-Sourced Data”) and certain of these data may be sourced from Vendors when Vendor Users interact with a product that has a Digital Identity Profile within the Platform (e.g., shipping receipt date, shipping delivery date, initial purchase location, and initial purchase date) (“Vendor-Sourced Data”). These data may be added to a digital identity in the Platform either automatically through the use of an interface, exchange, or API, or manually by the Brand. If manual upload is managed by Eon, Eon will be responsible for the correct uploading of the data, but not the contents of the file in question. The Brand also establishes within the Digital Identity Profile, which Vendors may interact with the Digital Identity Profile to provide or to view data, and to what extent.
Because a Brand establishes, and may modify, the Digital Identity Profile for each Brand product and chooses which data to provide, which data to seek to collect, and which Vendors may interact with the Digital Identity Profile to provide or view data, and to what extent, as between Eon and the Brand, the Brand acknowledges and agrees that it shall be fully responsible for: (1) the Brand-Sourced Data that the Brand inputs or causes to be input into the Platform; (2) the Vendor-Sourced Data that the Brand or Vendors input or cause to be input into the Platform; and (3) complying with all applicable laws, rules, regulations, and policies relating to the collection, storage, and use of information included in Brand-Sourced Data and Vendor-Sourced Data. SPECIFICALLY, AND WITHOUT LIMITATION, WHERE THE BRAND SEEKS TO COLLECT, STORE WITHIN THE PLATFORM, OR USE PERSONAL INFORMATION AND APPLICABLE LAW REQUIRES CONSENT OF THE DATA SUBJECT AND/OR DISCLOSURE OF INFORMATION TO THE DATA SUBJECT IN RESPECT OF SUCH COLLECTION, PROCESSING, STORAGE, AND/OR USE OF THE PERSONAL INFORMATION. RELATING THERETO, THE BRAND IS FULLY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE PRIVACY LAWS IN RELATION TO SUCH PERSONAL INFORMATION.
To access and use the Platform as a Vendor User, Users must be permitted by a Brand to interact with a digital identity within the Platform (as set in the Digital Identity Profile for the digital identity) and Users must have some means to query the Platform for such a digital identity, such as a Near Field Communication (NFC) or Radio Frequency Identification (RFID) signal or some data associated with the digital identity, such as a GTIN or similar identification number, a uniform resource locator (URL), or a barcode (such as a matrix barcode, or Quick Response (QR) code). Vendor Users may not create Digital Identity Profiles and may only interact with digital identities for Brand products to the extent permitted by the Brand.
Certain functionality of the Platform may permit Client-Customer to authenticate to the Platform through, and/or to link User account to, another account with a third-party platform (e.g., an enterprise resource planning (ERP) platform account). If Client-Customer chooses to authenticate with a third-party account, please carefully review and confirm the permissions requested and any third-party terms and conditions applicable to the use of such an account to authenticate to the Platform.
2. Client-Customer Responsibilities.
Client-Customer will (a) be responsible for Brand Users’ and their Vendor Users’ compliance with this Agreement, Documentation and Statement of Works, (b) be responsible for the accuracy, quality and legality of Client-Customer Data, the means by which Client-Customer acquired Client-Customer Data, Client-Customer’s use of Client-Customer Data with the Services, and the interoperation of any Non-Eon Applications with which Client-Customer uses Services or Content, (c) use Services and Content only in accordance with this Agreement and Documentation, Statement of Works, and applicable laws and government regulations, and (d) comply with terms of service of any Non-Eon Applications with which Client-Customer uses Services or Content. Any use of the Services in breach of the foregoing by Client-Customer or Users that in Eon’s judgment threatens the security, integrity or availability of Eon’s services, may result in Eon’s immediate suspension of the Services, however Eon will use commercially reasonable efforts under the circumstances to provide Client-Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
Client-Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of Service and Content. Client-Customers will assist Eon in identifying and preventing any unauthorized access to or use, copying, or disclosure of Platform or any portions thereof or any of the algorithms or the logic contained in the Platform. Client-Customer shall advise Eon promptly in the event the Client-Customer learns, or has reason to believe, that any party to whom the Client-Customer have given access to the Platform has violated, or intends to violate, the terms of this Agreement, and the Client-Customer will cooperate with Eon in seeking injunctive or other equitable relief against any such party.
3. Usage Restrictions.
Client-Customer and its Vendors will not (a) make any Service or Content available to anyone other than Client-Customer or Users, or use any Service or Content for the benefit of anyone other than Client-Customer or its Affiliates, unless expressly stated otherwise in an Statement of Work or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, Data, or Content, or include any Service, Data, or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Eon Application to store or transmit information or content that in anyway violates any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, profane, obscene, abusive, tortious, threatening, harmful, or otherwise objectionable, (d) use a Service or Non-Eon Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Eon intellectual property except as permitted under this Agreement, an Statement of Work, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy, modify, erase, or damage any information contained on computer servers used or controlled by Eon or any third party, except to the extent permitted herein, in an Statement of Work, or in the Documentation, (j) frame or mirror any part of any Service or Content, other than is permitted in the Documentation, (k) remove or modify any proprietary notice or labels on the Platform, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website, (l) use the Platform for any non-authorized purpose or any illegal purpose, (m) use any automated means to access or use the Platform, including scripts, bots, scrapers, data miners, or similar software, or display the Platform, or portions thereof, in things (e.g., framing, scraping, etc.), (n) attempt to probe, scan, or test the vulnerability of the Platform or breach any implemented security or authentication measures, regardless of User’s motives or intent, (o) willfully or knowingly create or contribute to circumstances that are dangerous or hazardous or that increase the risk of personal injury or damage to real or personal property of another person, (p) utilize the Platform as a de facto data base of record, (q) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service, Data, or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
4. Content Restrictions.
Client-Customer and its Vendors shall not post any content to the Platform that (a) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content, (b) depicts or suggests nudity or sexual acts, (c) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin), (d) is objectively shocking or disgusting, (e) depicts or suggests presently occurring illegal activity, including, e.g., illicit drug use or underage drinking, (f) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which User does not have a license, (g) breaches any duty of confidentiality User may have to a third party (e.g., discloses private information about a third party without consent), or (h) is contrary to the Agreement, including Eon’s policies.
5. Removal of Content, Data, and Non-Eon Applications.
If Client-Customer receives notice that Content or a Non-Eon Application must be removed, modified, and/or disabled to avoid violating applicable law, third-party rights, or acceptable use, Client-Customer will promptly do so. If Client-Customer does not take required action in accordance with the above, or if in Eon’s judgment continued violation is likely to reoccur, Eon may disable the applicable Content, Data, Service and/or Non-Eon Application. If requested by Eon, Client-Customer shall confirm such deletion and discontinuance of use in writing and Eon shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if Eon is required by any third party rights holder to remove Content, or receives information that Content provided to Client-Customer may violate applicable law or third-party rights, Eon may discontinue Client-Customer’s access to Content through the Services.
6. API Restrictions.
Client-Customer and its Vendors are permitted to download, install, and use the APIs solely to access and use the other parts of the Platform in compliance with the Agreement and applicable usage documentation published by Eon. Client-Customer and its Vendors shall not, and shall not permit any third party to, translate, decompile, disassemble, reverse engineer, modify, create derivative works of, attempt to discover any source code or underlying ideas or algorithms of, or modify the APIs in any way, without the prior written consent of Eon, except as expressly permitted by applicable law notwithstanding the foregoing prohibition.
7. Reservation of Rights.
Subject to the limited rights expressly granted hereunder, Eon, its Affiliates, its licensors and Content Providers reserve all of their right, title, and interest in and to the Services and Content, including all of their related intellectual property rights whether protected under U.S. Copyright laws or not. No rights are granted to Client-Customer hereunder other than as expressly set forth herein.
8. License by Client-Customer to Use Feedback.
Client-Customer and its Users grant to Eon and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Client-Customer or Users relating to the operation of Eon’s or its Affiliates’ services.
9. Intellectual Property Infringement.
Users shall respect the intellectual property rights of others. Eon may remove material that appears, in our sole discretion, to infringe upon the intellectual property rights of others. If User believe a work protected by a U.S. copyright User owns has been posted on the Platform without authorization, User may notify our copyright agent, and provide the following information (a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner, (b) identification of the copyrighted work or works claimed to have been infringed, (c) a detailed description of the material User claims is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears, (d) your name, mailing address, telephone number and e-mail address, (e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law, and (f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify Eon of a claimed copyright infringement, please contact:
Attn: Copyright Manager – DMCA
Eon Group Holdings Inc.
400 Park Avenue South
New York, NY 10016
EXCEPT AS EXPRESSLY PROVIDED HEREIN, EON MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
By using the Platform, Client-Customer acknowledges and agrees to the following disclosures and disclaimers about Eon and the Platform:
(a) Eon does not actively review, qualify, vet, or endorse the Brand products that have digital identities on the Platform, and Eon n expressly disclaims any duty to do so. Eon does not supervise, direct, or control Brands or Vendors in the provision of Brand products to customers or consumers.
(b) Eon reserves full discretion to address any question, issue, complaint, or objection about any User’s use of the Platform in any manner Eon deems necessary or appropriate, including, without limitation, sanction, suspension, or termination of a User account.
(c) The Platform may refer Users to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by another User or other third party that is not Eon (“Third Party Properties”), including Third Party Properties owned, controlled, or maintained by Brands or Vendors. Unless otherwise indicated, such references do not constitute an affiliation with or specific endorsement by Eon of any such Third Party Properties. Client-Customer and its Vendors acknowledge that Eon is providing any references to such Third Party Properties to Client-Customer solely as a convenience to Client-Customer, and Client-Customer agrees that Eon is not responsible for any injury, harm, damages, or negative experience Client-Customer may encounter by accessing, visiting, or using such Third Party Properties. Eon does not make any representations about any Third Party Properties. Additional third-party terms and conditions may apply to Client-Customer’s access to or visit or use of Third Party Properties. Please review any such additional third-party terms and conditions carefully.
(d) AS AMONG EON AND USERS INVOLVED IN ANY TRANSACTION INVOLVING THE TRANSFER OR SALE OF BRAND PRODUCTS FACILITATED BY THE PLATFORM FROM ONE USER TO ANOTHER USER, THE USERS ASSUME ALL RISK WITH RESPECT TO THE TRANSACTION. EON DISCLAIMS, AND YOU RELEASE EON FROM, ANY AND ALL LIABILITY REGARDING ANY SUCH TRANSACTIONS AND ANY DISPUTES OR CLAIMS BETWEEN AND AMONG USERS RELATED TO SUCH TRANSACTIONS.
(f) The Platform provides information about Users using the Platform to other Users, such as when Users communicate through the Platform or share information or content through the Platform. Eon makes commercially reasonable efforts to indicate clearly when a User is using a feature that permits the sharing of certain information with other Users.
(g) Eon does not and cannot verify all information provided by Users. Eon has no control over and makes no representations or warranties as to the identity of any User, and E Eon on disclaims any and all liability relating thereto.
(h) It is not possible to operate the Platform with 100% guaranteed uptime. Eon will make commercially reasonable efforts to keep the Platform available and operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Platform. In addition, Eon reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform, with or without notice unless otherwise agreed upon within a Master Service Agreement.
(i) Client-Customer and its Vendors agree that Eon shall not be liable to Client-Customer or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.
(j) Eon disclaims errors, inaccuracies, and omissions of the Platform. In particular, Users may provide certain information to the Platform. This information may contain errors, inaccuracies, and omissions, and we reserve the right to correct any such errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Eon makes no guarantees as to the completeness, timeliness, correctness, or accuracy of the information available through the Platform. If Client-Customer believes any portion of the Platform includes an error or inaccuracy, please notify us.
12. Limitation of Liability.
EXCEPT WHERE PROHIBITED, EON SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SITES OR ANY THIRD PARTY’S USE OF THE SITES. THESE EXCLUSIONS INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
We reserve the right to modify our Sites at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don’t like any changes, you can stop using our Sites at any time.
Eon may suspend or terminate User access to and use of the Platform at any time in its sole discretion and for any reason, including any breach of the Agreement unless otherwise agreed upon in writing.
14. General Provisions.
14.1 Export Compliance. The Services, Content, Data, other Eon technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Eon and Client-Customer each represents that it is not named on any U.S. government denied-party list. Client-Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea) or in violation of any U.S. export law or regulation.
14.2 Operation of the Platform from the United States of America. By accessing and using the Platform, Client-Customer acknowledges and agrees that Eon controls and operates the Platform principally from its offices in the United States of America. Eon reserves the right to limit, in its sole discretion, the provision, and quantity of any feature, product, or service to any person or geographic area as required by law, regulation or recognized authority. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. Client-Customer and its Vendors may not use any portion of the Platform in violation of applicable export laws and regulations.
14.3 Access and Use Where Prohibited. Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.
14.4 Technology Development. The specific features and functionality of the Platform are dynamic and may change from time to time. Eon reserves complete discretion with respect to the operation of the Platform. Eon also reserves the right to upgrade, withdraw, suspend, or discontinue any feature or functionality of the Platform at any time.
14.6 Benchmark Reporting. Client-Customer grants Eon the right to use their data as part of aggregated benchmark reporting. Such reporting will only be made publicly available when five (5) or more Client-Customers are included in the overall or similarly withing individual verticals. The performance of individual brands will not be identified unless written permission is provided by the Client-Customer.
14.7 Waiver. No failure or delay by Eon in exercising any right under these Terms & Conditions will constitute a waiver of those rights.
14.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
14.9 Agreement to Governing Law and Jurisdiction. Any action related to the Agreement will be governed by the law of the State of New York, without regard to the choice or conflicts of law provisions of any jurisdiction.
14.10 Time Limitation of Claims. No action arising out of this Agreement or Client-Customer’s access to or use of the Platform, regardless of form or the basis of the claim, may be brought by Client-Customer more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and Client-Customer hereby waives any longer statute of limitations that may be permitted by law.