Terms & Conditions

If you would like to contact us about our Terms & Conditions,  please contact us at legal@eongroup.co

Last revised: December 3, 2019


Please read the following carefully. This is a legally binding agreement between you AS A USER (AS FURTHER DEFINED BELOW) (“USER” or “You”) and EON GROUP HOLDINGS INC. (“Eon” or “WE”). These Terms and conditions, together with all amendments, and Collectively with all Eon rules and policies, including the Eon Privacy Policy, constitute the “Agreement” between you and Eon regarding your access to and use of Eon’s web APPLICATIONS (collectively, “web appS”), EON’S APPLICATION PROGRAMMING INTERFACE(S) (“API(s)”), and ALL attendant services provided by Eon (“Services”) (Collectively, “Platform”).


THIS AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE PLATFORM, AS WELL AS INFORMATION ABOUT PRIVACY, FUTURE CHANGES TO THE AGREEMENT, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER, A RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT, AND A LIMITATION ON THE TIME PERIOD WHEN CLAIMS MAY BE BROUGHT.


If you have not read the Agreement, do not understand or agree to be bound by the Agreement, or are not able to consent to be bound by the agreement (e.g., if you are not old enough to enter into a binding legal contract), do not use the platform.

 

1. Scope and Acceptance


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.

We reserve the right, in our sole discretion, to change this Agreement (including the Privacy Policy) from time to time. We will use commercially reasonable efforts to provide you with reasonable advance notice of any proposed change to this Agreement. You are responsible for reviewing the Agreement regularly. Your access to any part of the Platform is deemed to be your acceptance of this Agreement as it exists at the time you access the Platform.

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.
 

2.Privacy Policy


Please see our Privacy Policy for a detailed description of how we collect, use, and disclose information provided by our Users.
 

3. Overview of the Platform, User Types, and Digital Identity Data


The Eon Platform permits Users to interact with digital identities for physical goods, principally in the fashion, apparel, and retail industries. Each User of the Platform identifies to a designated User type—i.e., Brand or Vendor—that determines the particular features and functionality of the Platform that are available to the User. A “Brand” is a business organization that is the source of a product for which a digital identity is created and managed within the Platform. A “Vendor” is a business organization or individual that facilitates the offer, provision, or disposition of a Brand’s product to or by a consumer (such as, e.g., a distributor, wholesaler, carrier, retailer, or recycler).
 

To access and use the Platform as a Brand User, you 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. 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, 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, you 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 you 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 (if at all).
 

Certain functionality of the Platform may permit you to authenticate to the Platform through, and/or to link your User account to, another account with a third-party platform (e.g., an enterprise resource planning (ERP) platform account). If you choose 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.

The specific features and functionality of the Platform are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Platform. We also reserve the right to withdraw, suspend, or discontinue any feature or functionality of the Platform at any time.
 

4. Registration

You agree, represent, and warrant that you shall at all times provide accurate information when registering as a User and when using the Platform and that you shall update and maintain as accurate all such information during your use of the Platform.
 

5. Fees


We will make commercially reasonable efforts to display and explain all applicable fees and payments in the normal course of your use of the Platform. Fees and payments may change at any time and from time to time in our sole discretion. We may contract with one or more third parties to facilitate the processing of fees and payments.

Fees are non-refundable; provided, however, that Eon may review and modify the fees charged and payments made in any transaction, in its sole discretion, based on any complaint or report of special circumstances concerning a transaction.

Eon may make promotional offers with different features and different rates for products and services offered through the Platform. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Platform.

 

6. Permitted Use of the Platform


6.1. Permissions
 

  1. Certain Eon materials provided through the Platform are protected by intellectual property laws, including but not limited to U.S. copyright laws. You acknowledge and agree that the content accessible through the Platform that is not data provided by you or data sourced from a Brand or Vendor is the property of Eon and its other content providers, and Eon and its other content providers retain all right, title, and interest in such content.

  2. Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Platform and related materials solely for your own use on behalf of the Brand or Vendor with which you are associated. Except as expressly provided otherwise in this Agreement, all rights are reserved.

  3. You shall safeguard your authentication credentials to access the Platform so as to prevent any unauthorized party from accessing the Platform and 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. You shall advise Eon promptly in the event you learn, or have reason to believe, that any party to whom you have given access to the Platform has violated, or intends to violate, the terms of this Agreement, and you will cooperate with Eon in seeking injunctive or other equitable relief against any such party.

  4. You 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. You 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.
     

6.2 Restrictions


In connection with the use of the Platform, you may not:

  1. alter or modify the Platform, or make any electronic reproduction, adaptation, distribution, performance, or display of the Platform, or any portion thereof, except to the extent permitted by the intended functionality of the Platform or as required for the limited purpose of reviewing material in connection with legitimate use of the Platform otherwise consistent with the Agreement;

  2. sell, rent, lease, transfer, or assign to any third party any rights to User accounts, the Platform, or related materials;

  3. 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;

  4. use the Platform for any non-authorized purpose or any illegal purpose;

  5. 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 by the intended functionality of the Platform;

  6. use the Platform to violate 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, abusive, tortious, threatening, harmful, or otherwise objectionable;

  7. access or use any password-protected, secure, or non-public areas of the Platform, or access data on the Platform not intended for you, except as specifically authorized by Eon;

  8. impersonate or misrepresent your affiliation with any person or entity;

  9. 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.), except as specifically authorized by Eon;

  10. attempt to or actually disrupt, impair, or interfere with the Platform or any information, data, or materials posted and/or displayed by Eon;

  11. attempt to probe, scan, or test the vulnerability of the Platform or breach any implemented security or authentication measures, regardless of your motives or intent;

  12. attempt to interfere with or disrupt access to or use of the Platform by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code;

  13. 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; or

  14. post any content to the Platform that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) 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); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity, including, e.g., illicit drug use or underage drinking; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to the Agreement, including Eon’s rules and policies.


Eon may suspend or terminate your account and your access to and use of the Platform at any time in its sole discretion and for any reason, including any breach of the Agreement.
 

6.3. Data
 

  1. If you are a Brand User and input or cause to be input into the Platform any Brand-Sourced Data, you grant to Eon a perpetual, irrevocable, non-exclusive, non-transferable and non-assignable (except to the extent this Agreement is assignable), royalty-free license to access, use, copy, display, publish, distribute, process, modify, and create derivative works of such Brand-Sourced Data (except with respect to personal information) for purposes of making the Platform available, for improving the Platform, and for providing additional features and functionality of the Platform, from time to time.

  2. If you are a Vendor User and input or cause to be input into the Platform any Vendor-Sourced Data, you grant to Eon a perpetual, irrevocable (except with respect to personal information), non-exclusive, non-transferable and non-assignable (except to the extent this Agreement is assignable), royalty-free license to access, use, copy, display, publish, distribute, process, modify, and create derivative works of such Vendor-Sourced Data (except with respect to personal information) for purposes of making the Platform available, for improving the Platform, and for providing additional features and functionality of the Platform, from time to time.

  3. Each User hereby grants to Eon the right to collect and own usage data with respect to the User’s access to and use of the Platform; provided that Eon agrees that it shall not share usage data with any third party in a manner that identifies the User, directly or by necessary implication, without the User’s prior written consent.

  4. For the avoidance of doubt, the licenses granted to Eon and Eon’s ownership of data, as provided in this section, shall survive any termination of this Agreement, for any reason. Eon shall use commercially reasonable efforts to make available to you for download for no longer than sixty (60) days following termination of the Agreement any data within the Platform of which you are entitled to a copy. After this period, Eon may retain all data licensed to or owned by Eon in its discretion, but Eon is under no obligation to you to do so.
     

6.4 Disclosures and Disclaimers


By using the Platform, you acknowledge and agree to the following disclosures and disclaimers about Eon and the Platform:
 

  1. Eon does not actively review, qualify, vet, or endorse the Brand products that have digital identities on the Platform, and Eon 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.

  2. 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.

  3. The Platform may refer you 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. You acknowledge that Eon is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that Eon is not responsible for any injury, harm, damages, or negative experience you 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 your access to or visit or use of Third Party Properties. Please review any such additional third-party terms and conditions carefully.

  4. 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.

  5. Eon may review communications made between and among Users using the Platform’s communication features for legitimate business purposes, including in the course of customer service investigations regarding User complaints, and disputes between and among Users. Review of such communications shall be consistent with our Privacy Policy.

  6. 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.

  7. 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 Eon disclaims any and all liability relating thereto.


If you have any questions about the above disclosures and disclaimers or the Platform, please contact us at legal@eongroup.co.
 

7. Inaccuracies


We disclaim 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 you believe any portion of the Platform includes an error or inaccuracy, please notify us.
 

8. Availability of the Platform


It is not possible to operate the Platform with 100% guaranteed uptime. Eon will make commercially reasonable efforts to keep the Platform 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.
 

You agree that Eon shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.
 

9. Disclaimer of Warranties

You expressly agree that access to and use of The Platform are at your sole risk. The Platform is provided on an “as is” and an “as available” basis. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY Eon, Eon does not make, and hereby disclaims, any representations or warranties, express, implied, or statutory, regarding (a) The Platform; (b) any products that have digital identifies in The Platform; AND (C) THE ACTS OR OMISSIONS OF USERS THROUGH THE PLATFORM, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third party rights, and any warranties arising by course of dealing or custom of trade. Eon makes no representation or warranty that any material, content, products, or services displayed on or offered through the platform are accurate, complete, appropriate, reliable, or timely. Eon also makes no representations or warranties that the Platform will meet your requirements, or that your access to and use of the platform will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise will be secure. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
 

10. Release and Limitation of Liability


To the maximum extent permitted by applicable law, in the event that you have a dispute with one or more Users, you release Eon AND its affiliates, AND its AND their officers, DIRECTORS, PRINCIPALS, OWNERS, PARTNERS, MEMBERS, employees, agents, REPRESENTATIVES, successors, AND assignS from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
 

To the maximum extent permitted by applicable law and notwithstanding any other provision of this Agreement, in no event shall Eon or any of its affiliates, OR any of its or their officers, DIRECTORS, PRINCIPALS, OWNERS, PARTNERS, MEMBERS, employees, agents, REPRESENTATIVES, successors, or assignS, be liable to you OR any of your officers, DIRECTORS, PRINCIPALS, OWNERS, PARTNERS, MEMBERS, employees, agents, REPRESENTATIVES, successors, or assignS, for any indirect, special, incidental, exemplary, punitive, or consequential damages, whether arising in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), NOR FOR ANY damages arising from delay, loss of goodwill, loss of or damage to data, interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connectiON with (a) The Platform; (b) any products that have digital identifies in The Platform; OR (C) THE ACTS OR OMISSIONS OF USERS THROUGH THE PLATFORM, even if Eon has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.
 

YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EON or any of its affiliates, OR any of its or their officers, DIRECTORS, PRINCIPALS, OWNERS, PARTNERS, MEMBERS, employees, agents, REPRESENTATIVES, successors, or assignS, TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO Eon BY YOU UNDER THIS AGREEMENT, AND (B) one hundred U.S. dollars ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), AND EVEN IF Eon HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.
 

11. Indemnity


You agree to indemnify, defend, and hold harmless Eon AND its affiliates, AND its AND their officers, DIRECTORS, PRINCIPALS, OWNERS, PARTNERS, MEMBERS, employees, agents, REPRESENTATIVES, successors, AND assignS, from and against all claims, demands, lawsuits, damages, liabilities, costs, AND expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements, FINES, penalties, AND LOSSES of every kind (“LOSSES”) arising from or relating to any violation of this agreement BY YOU and any ACT OR OMISSION BY YOU relatING to your use of the Platform, INCLUDING, WITHOUT LIMITATION, LOSSES RELATED TO ANY DATA PROVIDED BY YOU or COLLECTED BY THE PLATFORM AT YOUR DIRECTION OR ON BEHALF OF YOU, WHETHER SUCH LOSSES RELATE TO INFRINGEMENT, MISAPPROPRIATION, OR OTHER VIOLATION OF AN INTELLECTUAL PROPERTY, PRIVACY, OR PUBLICITY RIGHT, A FAILURE TO COMPLY WITH APPLICABLE LAW, OR OTHERWISE.
 

12. Termination


You may terminate this Agreement by providing thirty days’ prior notice to Eon of such termination and discontinuing your use of the Platform after the effective date of termination. You agree that Eon may, in its sole discretion and without prior notice, terminate your access to or use of the Platform or any part of the Platform at any time for your breach of this Agreement. You also agree that any breach by you of the Agreement may constitute an unlawful and unfair business practice that will cause irreparable harm to Eon for which monetary damages would be inadequate. You consent to Eon’s obtaining any injunctive or equitable relief that Eon deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Eon may have at law or in equity.
 

13. Intellectual Property Infringement


We expect Users to respect the intellectual property rights of others. We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. If you believe a work protected by a U.S. copyright you own has been posted on the Platform without authorization, you may notify our copyright agent, and provide the following information:
 

  1. a physical or electronic signature of the person authorized to act on behalf of the copyright owner;

  2. identification of the copyrighted work or works claimed to have been infringed;

  3. a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;

  4. your name, mailing address, telephone number and e-mail address;

  5. 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

  6. 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.
11 West 30th Street, 6th FL
New York, NY 10001
legal@eongroup.co

 

14. General
 

14.1 Modifications


We may modify the Agreement at any time and in our sole discretion. We will use commercially reasonable efforts to publish to you any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL. Should you deem any such modification to the Agreement to be unacceptable, you shall stop accessing and using the Platform. All changes to the Agreement shall be effective immediately.
 

14.2. 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.
 

14.3. Operation of the Platform from the United States of America


By accessing and using the Platform, you acknowledge and agree 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. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. You may not use any portion of the Platform in violation of applicable export laws and regulations.
 

14.4. Applicable Law and Venue


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.

14.5. Dispute Resolution


Eon intends to resolve any and all disputes that may arise among it and its Users in a cost-effective and non-disruptive manner.


You agree to the following dispute resolution procedure for disputes arising between you and Eon. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Eon in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Eon shall respond within ten (10) business days with responsive information from its perspective. You and a representative of Eon shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Eon mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and Eon fail to resolve the matter, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association, provided that Eon will have the right to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to any alleged violation of intellectual property rights. YOU AGREE THAT YOU WILL NOT BRING OR BE A PARTY TO ANY CLASS-ACTION LAWSUIT AGAINST EON.

Eon does not intend to participate, intervene, mediate, or otherwise be involved in disputes between or among Users unrelated to Eon’s provision of the Platform, such as disputes regarding the transfer or sale of Brand products facilitated by the Platform from one User to another User. Any such disputes shall be processed directly between or among the applicable Users without involvement of Eon.

14.6. Force Majeure


In the event Eon’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Eon, Eon shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.
 

14.7. Miscellaneous
 

  1. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

  2. No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.

  3. No action arising out of this Agreement or your access to or use of the Platform, regardless of form or the basis of the claim, may be brought by you 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 you hereby waive any longer statute of limitations that may be permitted by law.

  4. If Eon does take any legal action against you as a result of your violation of the Agreement, Eon will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Eon. You agree that Eon will not be liable to you or to any third party for termination of your access to or use of any part of the Platform as a result of any breach of the Agreement or for any reason at all.

  5. You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by Eon. Any purported assignment lacking such consent will be void at its inception. Eon may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by publishing such notice through the Platform.

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