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Terms of Service

Effective date: August 1, 2025

  1. Welcome to Ecoflex Manufacturing

1.1 Introduction

Thank you for visiting the websites and associated domains of www.Ecoflex-Mfg.com (collectively, the “Sites”). Ecoflex Manufacturing specializes in producing anti-static Intermediate Bulk Containers (IBCs), valves, and lids as well as providing reconditioning and re-bottling services through our partner company. To learn more about how Ecoflex Manufacturing works, visit Ecoflex Manufacturing. 

These Terms of Service (“Terms'') govern your access to and use of the Sites and ERP Portal. We have tried to keep the Terms as straightforward as possible, for example, by explaining some of the key concepts below in plain English to aid in your understanding. If you have any comments or questions about these Terms, please email us and let us know.

Subject to these Terms and during your Client Purchasing Contract Term (defined below), you may access and use Ecoflex Manufacturing’s ERP application and the related website forums, products, and services that you access or subscribe to (collectively, the “ERP Portal” or “Ecoflex ERP Portal”) on a free, trial, or paid basis, as applicable.

1.2 Applicable Terms

Your use of the ERP Portal is subject to these Terms, as well as our Acceptable Use Policy, Intellectual Property Policy, Trademark Usage Policy and, if applicable, the Product Specific Terms, Data Processing Addendum, and any applicable agreements or policies referenced therein (these documents are hereby incorporated into these Terms by reference and together with these Terms are collectively referred to as the “Agreement”). Undefined capitalized terms used in these Terms have the meanings ascribed to them in the relevant agreement, policy, or addendum incorporated by reference into the Agreement.  As mentioned above, the sidebar notes are provided for convenience, are not part of these Terms or the Agreement, and have no legal effect.

If you have separately executed an Order Form (defined below) that is subject to Ecoflex Manufacturing’s Master Purchasing-Service Agreement (“MPSA”), your access to and use of the ERP Portal will be governed by the MPSA rather than these Terms.

As pertains to the ERP Portal, ( 1 ) the “Effective Date” of the Agreement is the earlier of the date of (a) your initial acceptance of these Terms (or Updated Terms, as applicable) and access to the ERP Portal through any online provisioning, registration, or order process; or (b) the effective date of the first Order Form between you and Ecoflex Manufacturing referencing this Agreement; and ( 2 ) the “Purchasing-Service Terms” of the Agreement shall be as of the Effective Date until you terminate your Account and/or the expiration or termination of the last outstanding Order Form, as applicable. As used herein, “Order Form” means the Ecoflex Manufacturing order form or related ordering document subject to this Agreement or an MPSA, as applicable, that is signed by Ecoflex Manufacturing and you, and which specifies the products or offerings procured by you. Notwithstanding the foregoing, for the avoidance of doubt, as pertains to the Sites, these Terms remain in full force and effect as of the “Effective as of” date above.

Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you are not permitted and may not use the ERP Portal.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE ECOFLEX MANUFACTURING PORTAL OR ANY RELATED ECOFLEX MANUFACTURING OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT USE THE PORTAL OR ANY RELATED ECOFLEX MANUFACTURING OFFERINGS. BY ENTERING INTO THIS AGREEMENT, EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT, AND THIS AGREEMENT IS A VALID AND BINDING OBLIGATION ON SUCH PARTY.

IF YOU ARE USING OR ACCESSING THE PORTAL OR ANY RELATED ECOFLEX MANUFACTURING OFFERINGS AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO AND SHALL BE LIABLE TO ECOFLEX MANUFACTURING FOR ANY VIOLATIONS UNDER THE AGREEMENT BY YOU OR SUCH ENTITY. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

SECTION 16 OF THIS AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.

1.3 Who is Who

The Sites and the ERP Portal are provided by Ecoflex Manufacturing, LLC., a Louisiana corporation located at 338 Merrick Street, Shreveport Louisiana 71104 (inclusive of our Affiliates (defined below), collectively referred to as “Ecoflex”, “we”, “us”, or “our”). As used in the Agreement, “you” or “Client” or “Customer” means the individual or entity you are accessing the Sites or using the ERP Portal on behalf of. As used herein, “Affiliates” means, with respect to a party, an entity that directly or indirectly controls (e.g., subsidiary), is controlled by (e.g., parent), or is under common control with (e.g., sibling) such party; and the term “control” (including the terms “controlled by” and “under common control with”) means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

  1. Your Account

2.1 Eligibility

The ERP Portal is available only for individuals aged 14 years or older or the legal minimum age to work in your country, if older. If you are age 14 or older but under the age of 18, or the legal age of majority where you reside (if that jurisdiction has an older age of majority), then you agree to review these Terms with your parent or guardian and employer to make sure that both you and your parent or guardian and employer understand these Terms and you agree to have your parent or guardian and employer review and accept these Terms on your behalf. If you are a parent or guardian or employer and are agreeing to these Terms for the benefit of a child over the age of 14 (or the legal minimum age to work in your country, if older), then you agree to accept full responsibility for that child’s use of the ERP Portal, including all financial charges and legal liability that they may incur. We may, in our sole discretion, refuse to offer the ERP Portal to any person or entity and change the eligibility criteria for using the ERP Portal at any time. The right to access the ERP Portal is revoked where the Agreement or use of the ERP Portal is prohibited or to the extent any offer, sale, or provision of the ERP Portal conflicts with any applicable law, rule, or regulation.

Non-legally binding explanation: If you use Ecoflex on behalf of your business, you are representing that you are authorized to agree to this Term on its behalf.

2.2 Signing Up

To access and use the ERP Portal, you must register for an account with Ecoflex Manufacturing (“Account”). To complete your Account registration, you agree to provide us with complete and accurate information and to keep that information current so that we can communicate with you about your Account. We may need to send you notices about important updates (like changes to these Terms or our Privacy Policy), or to inform you of legal inquiries we receive about your use of the ERP Portal so you can make informed choices in response. We encourage you to provide your own (or your company’s) contact and billing details, including your valid, current email address, as we may use it to identify and determine the actual and true owner of the Account. Ecoflex Manufacturing reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claims or trademarks to those usernames.

2.3 Primary Email Address

You acknowledge that Ecoflex Manufacturing will use the email address you provide upon creating an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide Ecoflex Manufacturing and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Ecoflex Manufacturing can only be authenticated if they come from your Primary Email Address. If you lose access to your Primary Email Address, Ecoflex Manufacturing will not be able to authenticate your Account and you will permanently lose access to your Account (e.g. if you fail to renew your domain name and lose access to the associated email, Ecoflex Manufacturing will be unable to resolve the situation for you). Ecoflex Manufacturing will not be liable for any losses you suffer resulting from you losing access to your Primary Email Address pursuant to Section 12 of these Terms (“Disclaimer of Warranties and Limitation of Liability”).

2.4 Your Responsibility for Your Account

Please safeguard your Account and make sure others do not have access to your passwords or other authentication credentials (e.g. multi-factor authentication credentials). Your Account and Primary Email Address are specific to you (or designated people, if on behalf of an entity) and may not be shared with or transferred to any other person not previously designed by you to Ecoflex. You are solely responsible for maintaining the confidentiality of your Account and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Account. You agree that you will not permit any non-designate to use your Account, and you will immediately notify Ecoflex Manufacturing if you know or suspect that your Account has been used by any other person. You shall not use or access an Account which is not your own. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other authentication credentials. You are responsible for taking all steps to ensure that no unauthorized person have access to your Account or Primary Email Address. If anyone other than yourself or your designate(s) accesses your Account, they may perform any actions available to you and make changes to your Account. You are strictly prohibited from sharing your Account credentials, including usernames and passwords, with any third party or individual. Sharing account information is a violation of the Agreement and may result in immediate termination of your Account. You agree and understand that you are solely responsible for any third parties you may invite into any workspaces or sites that you own or administer. You agree that Ecoflex Manufacturing shall have no liability for any loss or damage resulting from your failure to maintain the security of your Account information.

If you are a Ecoflex Manufacturing Expert, application design or implementation agency, or any other similarly situated third party that builds and designs applications on behalf of your clients (“Application Implementer”), you represent and warrant that you are authorized to act as your clients’ agent and are accepting the Agreement on their behalf. You further agree that you will review the Agreement with your clients. You agree to immediately notify us of any unauthorized use of your Account or password. If we believe your Account has been compromised, we may suspend or disable it until such time that the matter has been resolved.

2.5 Conversion to an Enterprise Account

If you have separately executed an Order Form with Ecoflex Manufacturing, such Order Form will govern your access and use of the Portal. For clarity, an Order Form may be governed by the MPSA or these Terms depending on the provisions of your Order Form. Notwithstanding the foregoing, if you convert your Account to an Enterprise account, your workspace(s) will be migrated to an Enterprise account and will be subject to the terms of the Order Form starting from the date of the execution of the Order Form. If you intentionally or unintentionally add a non-Enterprise ERP client portal(s) (“Self-Serve Portal”) to your Enterprise workspace using a payment method other than the payment method specified in the Order Form, any Self-Serve Portal will be subject to the payment terms set forth in the Order Form and billed as an Enterprise Site Plan once added to your Enterprise workspace.

2.6 Disputes

If there is a dispute about Account or Portal Content ownership, we reserve the right to determine ownership based on our reasonable judgment in our sole discretion. However, if we cannot make such a determination, we reserve the right to not intervene in the dispute, suspend any Account(s) involved in the dispute, and/or take down Portal Content until the parties disputing ownership reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, trademark certification) that may assist us in determining ownership. Below is a non-exhaustive set of factors we will consider when determining proper ownership:

  1. 2.6.1 Ecoflex Manufacturing will consider the owner of an Account as the person or entity who has access to the Primary Email Address for such Account.‍
  2. 2.6.2 Ecoflex Manufacturing will consider the owner of Portal Content as the person or entity who has access to the Primary Email Address for the Account under which such Portal Content was created.
  3. 2.6.3 For Accounts that have paid any Fees (defined below), Ecoflex Manufacturing may consider the owner of such Account and/or Portal Content created thereunder to be the person or entity whose billing details were used to pay such Fees.
  4. 2.6.4 Notwithstanding the foregoing, if Ecoflex Manufacturing deems that the circumstances justify, Ecoflex Manufacturing shall have the exclusive right to adjudicate the ownership dispute of an Account and/or Portal Content in its sole discretion based on any information in its possession, including the factors set forth above.

2.7 Death or Inability to Contact Application Implementer

If you are a client of an Application Implementer and your Application Implementer passes away or becomes otherwise unreachable, Ecoflex Manufacturing will be unable to transfer their Account and/or export the Portal Content in their Account’s workspace to you. In such an event, Ecoflex Manufacturing will only be able to allow you to update the billing information related to the site to keep the site running. If you do not wish to update the billing information related to the site, the site will be removed if the billing information on file becomes inactive and payments fail after the grace period has elapsed.

 

  1. Your ERP Portal Content

3.1 Uploading ERP Portal

If you have an Ecoflex Manufacturing Account, the Portal may enable you to, among other things, publish or upload content to the Internet, including but not limited to blogs or forum posts, images, photos, and videos. Any content you submit, post, display, or otherwise make available on or via the Portal, including all Intellectual Property Rights (defined below) therein, is referred to as your “ERP Portal.” For the avoidance of doubt, ERP Portal includes any templates, libraries, or apps that you submit to the marketplace. Unless otherwise specified in the Agreement and to the maximum extent permitted by law, you agree to be fully responsible for the ERP Portal that you create or submit to the Portal and you further agree not to use the Portal to create or submit any ERP Portal that does not comply with the Agreement including but not limited to Ecoflex Manufacturing’s Acceptable Use Policy.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

3.2 Rights you Grant and License to Ecoflex Manufacturing

You retain ownership of your ERP Portal unless otherwise specified in the Agreement including but not limited to Product Specific Terms (e.g. content generated using generative artificial intelligence products). However, we need certain rights from you to provide the Portal to you, as fully described below.

By using the Portal, you grant Ecoflex Manufacturing (including our third party hosting providers acting on our behalf) a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use, host, store, modify, reproduce, display, distribute, publish, publicly display, publicly perform, and create derivative works (e.g., those resulting from you enabling localization translations and adaptations) of your ERP Portal for the purposes of providing, improving, testing, promoting, and securing the Portal. You understand and agree that third party individuals may search for, see, use, and/or re-post any ERP Portal that you make publicly available on the Internet via the Portal.

3.3 Your Responsibility to Back up your ERP Portal

You alone are responsible for any of your ERP Portal that may be lost or unrecoverable through your use of the ERP Portal. Accordingly, we encourage you to backup and/or archive your ERP Portal regularly. We have no obligation to archive or create a backup copy of your ERP Portal for you.

3.4 Featuring your ERP Portal and Marks

Notwithstanding the above, in our discretion, Ecoflex Manufacturing may choose to feature your ERP Portal Content and/or your name, trade names, trademarks, logos, and other similarly identifying indicia included on your ERP Portal (collectively, “Marks”). You hereby grant us a non-exclusive, revocable, royalty free, worldwide right and license to display or otherwise use your published ERP Portal or Marks for the limited purpose of Ecoflex Manufacturing marketing and promotional activities (e.g., we may feature your ERP Portal or Marks on our website, in our customer lists or social media accounts, etc.). You agree to waive any claims against us relating to any moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your ERP Portal or Marks and any right of inspection or approval of any such use. All goodwill related to the use of your Marks by Ecoflex Manufacturing will be incurred to the benefit of the owner of such Marks. This Section does not affect any rights you may have under applicable data protection laws. For clarity, you can revoke the licenses to Ecoflex Manufacturing to market and/or promote your ERP Portal and/or Marks by emailing us at privacy@ecoflex-mfg.com.

3.5 Removal of ERP Portal by You

You may remove your ERP Portal Content from and discontinue your use of the ERP Portal at any time. You must remove your ERP Portal Content if you do not have the rights required under this Agreement.

3.6 HIPAA Non-Compliance

You acknowledge that the Portal may not be compliant with the Health Insurance Portability and Accountability Act and amendments thereto (“HIPAA”) and you agree not to provide or enable End Users to provide Protected Health Information, as defined in HIPAA, in the ERP Portal or otherwise in connection with your use of the Portal.

3.7 Removal of ERP Portal and Agreement to CSAM Scanning and Reporting

If your use of the Portal or any of your ERP Portal ( 1 ) breaches the terms of this Agreement, including but not limited to the Acceptable Use Policy, or ( 2 ) causes or may cause harm to Ecoflex Manufacturing, our customers, our customers’ End Users or third parties, we reserve the right to limit, remove, archive, or otherwise disable some or all of your ERP Portal, Account(s), or access to the Portal in our sole discretion. We will use reasonable efforts to notify you prior to taking any such action unless we reasonably believe that doing so would: (a) violate applicable law or a legally binding order from law enforcement; (b) compromise the integrity or operation of the Portal; (c) cause harm to of our customers, our customers’ End Users, third parties, or Ecoflex Manufacturing; or (d) otherwise subject Ecoflex Manufacturing to potential legal liability.

If any of your ERP Portal is found to include Child Sex Abuse Materials (“CSAM”), you and your site will be reported to the relevant law enforcement authorities. By using the ERP Portal, you agree that Ecoflex Manufacturing may proactively scan your ERP Portal for CSAM and report you and any identified materials to relevant law enforcement authorities.

  1. Your Responsibilities

4.1 Rights to ERP Portal

You represent and warrant that you own or otherwise have obtained and shall maintain all necessary licenses, authorizations, rights, approvals, and permissions necessary to initiate and perform your obligations or exercise your rights hereunder, including without limitation the rights to display your ERP Portal in the manner set forth in this Agreement. You represent and warrant that your ERP Portal, and any use of your ERP Portal by Ecoflex Manufacturing as authorized under this Agreement, will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party.

4.2 Compliance with Applicable Law

You represent and warrant that your use of the Portal, including your ERP Portal, shall comply with all applicable laws, rules, and regulations, including without limitation applicable privacy and data protection laws and applicable export or import controls, regulations, and sanctions. Ecoflex Manufacturing does not and will not provide any legal advice regarding your compliance with applicable law.

4.3 Compliance with our Acceptable Use Policy

You represent and warrant that your use of the Portal, including any ERP Portal you create or publish via the Portal, shall comply with our Acceptable Use Policy. Without limiting the foregoing, you understand and agree that, without Ecoflex Manufacturing’s prior written consent, you do not have the right to sublicense or resell access to the Portal.

4.4 End Users

  1. Roles. For the purposes of this Agreement, Ecoflex Manufacturing is acting as a service provider to you, and you are a Customer of the ERP Portal, regardless of whether you pay any Fees to use the Portal. Any natural persons accessing or using your ERP Portal are deemed your “End Users.” You agree that Ecoflex Manufacturing does not have a direct relationship with any of your End Users and Ecoflex Manufacturing is not responsible for how you process or otherwise handle any End User information. You acknowledge and agree that you are solely responsible for (1) providing any required notices and (2) obtaining all End User consents required under applicable laws.
  2. Applicable laws. You may have additional obligations under local law other than those described in the Agreement, particularly if you or your End Users are located outside of the United States. Such obligations may be more restrictive than this Agreement. Use of the Portal does not ensure compliance with such laws, nor is Ecoflex Manufacturing responsible for your compliance with such laws.
  3. Security safeguards. You will use all reasonable efforts to protect information you collect via your use of the Portal. You are solely responsible for configuring and implementing security controls to properly manage and secure your website cookies, website headers, DNS configurations, and subdomains, as well as all similarly related web attributes. In the event you discover that any information collected by you has been breached, compromised, or inadvertently exposed to non-authorized third parties, you shall notify Ecoflex Manufacturing promptly of such a breach or exposure including the root cause, remediation steps, and compensating controls to ensure such a breach does not occur in the future.
  4. Security notification. You are responsible for providing any required notices to your End Users, third parties, or authorities under any applicable data protection laws, data breach notification statutes, or other applicable laws or regulations. You acknowledge and agree that you are solely responsible for any losses, personal injury, or property damage to End Users or third parties arising from or relating to your use of the ERP Portal.
  5. Privacy. As set forth above, you acknowledge and agree that you are solely responsible for providing any required notices and obtaining all required consents from End Users in connection with your use of the Portal. Your notices and consent gathering must be compliant with all applicable laws and regulations. Without limiting the foregoing, before collecting or processing any End User Personal Information, you must provide adequate notice of the End User Personal Information you collect, how it will be used and/or shared, and obtain any necessary consents required under applicable marketing or data protection laws and regulations. You agree to comply with all applicable data protection laws and regulations in connection with your access and use of the Portal. You agree to comply with all applicable laws regarding the transmission of data exported from the country in which you reside. You agree that you will respond to any End Users wishing to exercise their privacy rights, under applicable law, as it relates to any information collected via your use of the Portal. For example, if End Users located in certain jurisdictions exercise their “right to be forgotten” (or “erasure”) of their Personal Information that you have collected via the Portal, you shall comply with their request as required by applicable law. For clarity, you (the “data controller”) are directly responsible for the End User Personal Information you collect. By using the Portal, you are instructing Ecoflex Manufacturing (the “processor”) to process your End Users’ Personal Information. Ecoflex Manufacturing, as the “processor,” is not responsible for responding to End Users on your behalf. To the extent Ecoflex Manufacturing receives a request from an End User, regulator, or authority about your use of the Portal, Ecoflex Manufacturing will notify you in compliance with or as permitted by law. If applicable, Ecoflex Manufacturing shall process your End Users’ Personal Information in accordance with our Data Processing Addendum, which is hereby incorporated by reference.
  6. ‍Notice. You agree to provide and adhere to a privacy policy for your use of the Portal that: (i) complies with all applicable laws, rules, and regulations, (ii) is conspicuously displayed to all End Users, and (iii) clearly and accurately describes to End Users what information you collect (such as login information, contact form data, cookies, etc.) and how you use and share such information (including for marketing and advertising) with Ecoflex Manufacturing and other third parties.

4.5 Use of Software

To the extent you access or use any downloadable software related to the Portal (“Software”), such access or use shall be governed by the terms of the license agreement that accompanies the Software or is posted with the Software on the Sites where the Software can be accessed; however, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-sublicensable, and non-exclusive license to use the Software for your personal, noncommercial use in accordance with these Terms. In the event of any inconsistency between these Terms and any license agreement, the license agreement shall govern in relation to the Software. You may not de-compile, reverse engineer, or otherwise attempt to discover the source code of the Software.

The Software may automatically update from time to time. These updates are designed to improve, enhance, and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the Software.

  1. Third-Party Portals, Product Specific Terms, and ERP Portal

5.1 Product Specific Terms

Ecoflex Manufacturing’s Product Terms apply to your access to and use of certain specific products, features, or services available via the Portal. Our Product Terms are incorporated by reference into the Agreement.

5.2 ERP Portal; No Responsibility of Ecoflex Manufacturing

To the extent permitted by law, you acknowledge and agree that Ecoflex Manufacturing is not undertaking and assumes no responsibility, obligation or liability relating to the ERP Portal that you or any user in your account or workspace or third-party posts or sends through the Portal. Unless otherwise specified, Ecoflex Manufacturing, its successors, assigns, employees, agents, directors, officers, and stockholders (i) do not undertake or assume any duty to monitor the Portal for inappropriate or unlawful content and (ii) assume and shall have no responsibility or liability which may arise from your or any other user’s ERP Portal, including, but not limited to, third-party claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. You agree that you are solely responsible for your ERP Portal and the consequences of posting or publishing it, and that Ecoflex Manufacturing is only acting as a passive conduit and service provider for the online distribution and publication of your ERP Portal. Notwithstanding the foregoing, Ecoflex Manufacturing reserves the right to take down ERP Portal at any time in our sole discretion.

For the avoidance of doubt, we have not reviewed, and cannot review, all data published to or made available through the ERP Portal by our customers or anyone else. We are not responsible for and do not necessarily hold the opinions expressed by our customers, customer end users, content contributors, and third parties; such opinions and other statements are theirs alone, not opinions of Ecoflex Manufacturing. The ERP Portal created by customers or third parties is the sole responsibility of such customers or third parties and its accuracy and completeness are not endorsed or guaranteed. You may find certain ERP Portal offensive, indecent, or objectionable; it includes technical inaccuracies, typographical mistakes, or other errors; or violates or infringes the privacy, publicity rights, Intellectual Property Rights, or other proprietary rights of third parties. We do not represent that any ERP Portal is accurate, useful, or not harmful.

5.3 Links

We may provide links to third-party websites. We do not recommend or endorse the content of any third-party website. We are not responsible for the content of linked third-party websites, and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites. You expressly release us from any and all liability arising from your use of any third-party website.

  1. What We Own

6.1 Ecoflex Manufacturing IP

Except for your ERP Portal, trademarks, and logos, all materials on or inherent to the Portal, including any mini-applications that allow integrations with other applications and services (“Recipes”), the Portal itself, and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, sounds, music, artwork, applications, computer code and associated documentation (collectively, “Ecoflex Manufacturing IP”), including but not limited to the design, structure, arrangement, and “look and feel” of Ecoflex Manufacturing IP, is owned by or licensed to us and our licensors and is protected by copyright, trademark, and other Intellectual Property Rights and laws.

Other than as provided herein, Ecoflex Manufacturing does not grant to you or any user in your account or workspace any license, express or implied, to Ecoflex Manufacturing IP. Except as expressly provided in the Agreement, no part of the ERP Portal or Ecoflex Manufacturing IP may be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes.

Subject to the terms and conditions of this Agreement, Ecoflex Manufacturing provides you with a non-exclusive, revocable license to use the Portal, including the Recipes, as expressly permitted by the features and functionality of the Portal and the terms of this Agreement. Ecoflex Manufacturing may terminate this license at any time for any reason or no reason.

6.2 Feedback

We welcome your feedback, ideas, or suggestions (collectively, “Feedback”).  You agree that we may use your non-confidential Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.

  1. Our Rights

7.1 Important Things We Can Do

We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Portal and its functionality; (b) we may suspend or discontinue parts or all of the Portal; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Portal; (d) we may terminate, suspend, restrict or disable access to your Account or parts, some of, or all of your ERP Portal; (e) we may change our eligibility criteria to use the Portal (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Portal in that jurisdiction); and (f) we may monitor or scan your ERP Portal and/or Account for abusive, spammy, or similar malicious behavior and take appropriate actions including but not limited to removal of ERP Portal and suspension or termination of your Account.

7.2 Ownership Disputes

Sometimes ownership of an Account or ERP Portal is disputed between parties, such as a business and its employees, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine the rightful owner and to transfer the relevant account or ERP Portal to the party we determine to be the rightful owner. Our decision in that respect is final. If we feel that we cannot reasonably determine the rightful owner, we reserve the right to suspend or disable an Account and its related ERP Portal until the disputing parties reach a resolution. We also may request documentation to help determine the rightful owner, including but not limited to a government-issued photo ID, credit card invoice, or business license.

  1. Billing, Payments, and Renewals

Customers may be required to provide their credit card or electronic banking (ACH) details to Ecoflex Manufacturing or the payment service provider retained by Ecoflex Manufacturing (the “PSP”). Clients and Customers will be responsible for paying all applicable fees related to their use of the Portal (the “Fees”) contained in each monthly product or service invoice. You are solely responsible for all federal, state, and local taxes, including sales, use, VAT, or similar transaction taxes imposed on your paid subscription to the Portal, unless you provide Ecoflex Manufacturing with a valid tax exemption certificate (“Taxes”). All Taxes payable by you will be separately stated and exclusive of the Fees. Notwithstanding the foregoing, you will have no liability for taxes that are statutorily imposed on Ecoflex Manufacturing, including taxes or fees based on Ecoflex Manufacturing’s net or gross income.

All product and/or service Clients and Customers must enter a valid payment account, unless paying in-person via credit card or debt card. Your payments are processed by the PSP in U.S. Dollars on the date the transaction is processed. If you pay in a currency or crypto-currency other than U.S. Dollars (“Foreign Currency”), your currency will be converted to U.S. Dollars at the current exchange rate set by the PSP. If you pay in a Foreign Currency and request a refund, you may receive a refund amount that differs from your original payment amount. If this occurs, Ecoflex Manufacturing will be unable to adjust the refund amount you received. The difference in payment and refund amounts is caused by currency exchange rate fluctuations outside of Ecoflex Manufacturing’s control.

Ecoflex Manufacturing shall process all in-person product or service transactions at the retail counter via our PSP.

For products and/or services payment plans, Clients must pay the full product, and/or service cost, and Fee invoice amount within 15 days from the date the invoice is issued (Net 15) or within 30 days from the date the invoice is issued (Net 30). Any requests for refunds will be handled in accordance with Ecoflex Manufacturing’s Billing and Refund Policy as updated by Ecoflex Manufacturing from time to time.

For annual payment plans, the product(s), service(s) and ERP Portal is billed up front for one (1) year subscription periods and is non-refundable. Your annual plan will automatically renew for successive one (1) year subscription periods, and you will be charged the applicable Fees on each annual anniversary of your purchase, unless you cancel the plan(s) on your Account prior to the end of the then-current annual term. There will be no Portal subscription refunds or credits for partial terms of service, upgrade/downgrade refunds, or refunds for unused terms with an active Account. Products and service credits may apply for defective products and/or incomplete services.

Unless otherwise provided for in your Enterprise Order Form, you can cancel your payment plan(s) by going into your dashboard, selecting plans, and then changing the payment terms. Ordered or shipped products and/or services, whether invoiced or not and not paid in full shall retain the original payment terms.  The payment term change will go into effect for future products and/or services ordered or not after payment change date.  

If you have separately executed an Enterprise Order Form, your access and use of the Portal will be governed by the terms of such Order Form. For clarity, an Enterprise Order Form may be subject to these Terms or the MSA depending on the provisions of your Order Form. For the avoidance of doubt, you are expressly prohibited from adding one-time, non-Enterprise product(s) or service order(s) (“Self-Serve Orders”) to your Enterprise Workspace using a payment method other than the payment method specified in the Order Form, provided that if you (unintentionally or intentionally) add any Self-Serve Order to your Enterprise Workspace, they will be invoice and paid Free On Board (FOB Ecoflex manufacturing location).

Unless you have separately executed an Order Form, we reserve the right to change our fees and to institute new charges at any time (including, for clarity, for any renewal), upon 60-day notice to you via email notice, written or hard copy notice, or through posting of such notice on your ERP portal, as determined by Ecoflex Manufacturing in our sole discretion. Your use of the ERP Portal following such notification constitutes your acceptance of any new or increased fees.

  1. Privacy and Security

By using the Portal, you confirm that you have read and understood our Privacy Policy and that you consent to the collection, use, processing, and disclosure of your Personal Information and aggregated data as set forth therein. You understand that your Personal Information will be collected, used, transferred to, and processed in the United States as part of your use of the Portal. Our Privacy Policy is not a contract and does not form part of this Agreement. We may update our Privacy Policy from time to time as set forth in that policy.

We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.

  1. Intellectual Property Policy

Ecoflex Manufacturing respects the intellectual property of others and expects customers to do the same. If you believe, in good faith, that any materials provided on or in connection with the ERP Portal infringe upon your copyright, trademark, or other intellectual property right, please review our Intellectual Property Policy and Trademark Policy and fill out the applicable Copyright (DMCA) Takedown Form or Trademark Takedown Form or send the information detailed in the Intellectual Property Policy to Ecoflex Manufacturing's Copyright Agent at: Ecoflex Manufacturing, Box 107-626, 2201 Long Prairie Road, Flower Mound, Texas 75022 USA.

  1. Confidentiality

11.1 Confidential Information

  1. Ecoflex Manufacturing (the “ERP Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to Client (the “ERP Recipient”). Our Confidential Information expressly includes non-public information regarding product and services’ features, functionality, pricing, and performance of the ERP Portal, including security and reliability related information.
  2. Client (the “Client Data Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to Ecoflex Manufacturing (the “Client Data Recipient”). Your Confidential Information expressly includes non-public information regarding your business enterprise’s prices, customer contact information, financial, technical requirements, and business data including security and end-user related information.

11.2 Obligations

  1. The ERP Recipient will use the ERP Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the ERP Portal. The ERP Recipient will not disclose the ERP Discloser’s Confidential Information to parties other than the ERP Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The ERP Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the ERP Recipient may disclose the ERP Discloser’s Confidential Information: (a) if directed by ERP Discloser; or (b) to the extent required by applicable legal process, provided that the ERP Recipient uses commercially reasonable efforts to (i) promptly notify the ERP Discloser in advance, to the extent permitted by law, and (ii) comply with the ERP Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter. 
  2. The Client Data Recipient will use the Client Data Recipient Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Client Data Recipient Portal. The Client Data Recipient will not disclose the Client Data Discloser’s Confidential Information to parties other than the Client Data Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Client Data Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Client Data Recipient may disclose the Client Data Discloser’s Confidential Information: (a) if directed by Client Data Discloser; or (b) to the extent required by applicable legal process, provided that the Client Data Recipient uses commercially reasonable efforts to (i) promptly notify the Client Data Discloser in advance, to the extent permitted by law, and (ii) comply with the Client Data Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.
  1. Disclaimer of Warranties and Limitation of Liability

THE ERP PORTAL, MARKETPLACE, MARKETPLACE PRODUCTS, AND ALL ECOFLEX MANUFACTURING IP ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.

YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE PORTAL, MARKETPLACE, MARKETPLACE PRODUCTS, OR ANY ECOFLEX MANUFACTURING IP IS TO STOP USING THE PORTAL, MARKETPLACE, MARKETPLACE PRODUCTS, OR ANY SUCH ECOFLEX MANUFACTURING IP.  IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE PORTAL, MARKETPLACE, MARKETPLACE PRODUCTS, OR THE ECOFLEX MANUFACTURING IP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECOFLEX MANUFACTURING ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ( I ) ERRORS, MISTAKES, OR INACCURACIES OF ECOFLEX MANUFACTURING IP; (II) PERSONAL INJURY OR PROPERTY DAMAGE (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO YOUR ERP PORTAL), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PORTAL, INCLUDING BUT NOT LIMITED TO ADDITIONAL PRODUCT OFFERINGS SET FORTH IN THE PRODUCT TERMS, MARKETPLACE, AND/OR MARKETPLACE PRODUCTS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU, BY YOUR END USERS, OR BY ECOFLEX MANUFACTURING ON YOUR BEHALF; ( V ) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PORTAL, MARKETPLACE, OR MARKETPLACE PRODUCTS; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PORTAL, MARKETPLACE, MARKETPLACE PRODUCTS, OR THIRD PARTY PRODUCTS; (VII) ANY ERRORS OR OMISSIONS IN ANY ECOFLEX MANUFACTURING IP OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY ECOFLEX MANUFACTURING IP POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PORTAL; (VIII) ANY LOSS OF ACCESS TO YOUR PRIMARY EMAIL ADDRESS; AND/OR (IX) ERP PORTAL OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL ECOFLEX MANUFACTURING, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ECOFLEX MANUFACTURING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

  1. Indemnification

You agree to indemnify, defend, and hold harmless Ecoflex Manufacturing (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your (or in the context of Application Implementers, your clients’) use of the Portal, including but not limited to your ERP Portal, your use of Additional Product Offerings, and any claims by, on behalf of or against your End Users); (b) your (or in the context of Application Implementers, your clients’) violation or breach of these Terms or any obligations, representations, or warranties under this Agreement; (c) your violation or breach of any applicable laws, rules, or regulations or the rights or good name of any third party; (d) any claims from or by tax authorities in any country in relation to your E-Commerce Activities, including without limitation your sales to individual consumers (including distance sales) and other operations for which Ecoflex Manufacturing may be held jointly and severally liable.

  1. Changes to the ERP Portal and Termination

Ecoflex Manufacturing is constantly innovating and finding ways to provide our customers with new features and services. Therefore, without prior notice, we may change the ERP Portal, add features, stop providing the ERP Portal or features of the ERP Portal to you or to customers generally, or create usage limits for the ERP Portal. We may permanently or temporarily terminate, downgrade, suspend, or prohibit your access to the ERP Portal without prior notice if, in our sole determination, you violate any provision of this Agreement or Ecoflex Manufacturing’s policies or guidelines. You may discontinue or terminate your use of the Portal at any time.

  1. Amendments, Notification Procedures, and Updates to the Agreement

We reserve the right to modify, update, or change these Terms from time to time in the usual course of business (such modified Terms, the "Updated Terms"), so we encourage you to review this page periodically. Notwithstanding, when we change these Terms in a material manner, we will update the effective date at the top of this page and provide you with reasonable advance notice before the Updated Terms become effective. Ecoflex Manufacturing may provide such notifications to you via email notice, written or hard copy notice, and/or through posting of such notice on the ERP Portal. We reserve the right to determine the form and means of providing notifications to you. You may be required to click-to-accept or otherwise agree to the Updated Terms, but in any event your continued use or access of the ERP Portal after the effective date of the Updated Terms shall constitute your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the ERP Portal. Updated Terms will be effective as of the date specified in the effective date at the top of this page and will apply to your use of the Portal from that point forward. If we update these Terms in a non-material manner after the effective date, we will update the last modified date at the top of this page. The previous Terms (or previously Updated Terms) will govern any disputes arising before the effective date of the then-current Updated Terms. If you choose not to agree to these Terms or any future Updated Terms, you may not use or access (and must discontinue any use or access to) the ERP Portal. Ecoflex Manufacturing is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

  1. Dispute resolution

16.1 INFORMAL NEGOTIATIONS

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon your written notice to Ecoflex Manufacturing. Your address for any notices under the Agreement is your billing address, with an email copy to the email address you have provided to Ecoflex Manufacturing. Ecoflex Manufacturing’s address for such notices is Ecoflex Manufacturing, LLC., Box 107-626, 2201 Long Prairie Road, Flower Mound, Texas 75022 USA

16.2 BINDING ARBITRATION

If you and Ecoflex Manufacturing are unable to resolve a Dispute through informal negotiations, all claims arising from use of the ERP Portal (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration, unless otherwise prohibited by applicable law. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, Ecoflex Manufacturing will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will decide in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Ecoflex Manufacturing may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

16.3 EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION

Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court located within the State of Louisiana with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights.

16.4 WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING

You and Ecoflex Manufacturing agree that any arbitration will be limited to the Dispute between Ecoflex Manufacturing and you. YOU ACKNOWLEDGE AND AGREE THAT YOU AND ECOFLEX MANUFACTURING EACH ARE WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ecoflex Manufacturing otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.

16.5 LOCATION OF ARBITRATION

Arbitration will take place in Shreveport, Louisiana. You and Ecoflex Manufacturing agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the Louisiana state and Federal courts located in Shreveport, Louisiana have exclusive jurisdiction, and you and Ecoflex Manufacturing agree to submit to the personal jurisdiction of such courts.

  1. US Economic Sanctions

You may not use the ERP Portal if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. By using the ERP Portal, you represent and warrant that you (i) are not located or residing in any country or territory subject to comprehensive US sanctions (currently Russia, Cuba, Crimea, Iran, North Korea, Donetsk People’s Republic, Luhansk People’s Republic, and Syria); (ii) are not listed on any United States list of prohibited or restricted parties, such as OFAC’s Specially Designated Nationals and Persons List, or otherwise subject to US sanctions that would prohibit your access to or use of the ERP Portal; and (iii) shall not use or allow access by any of your customers or potential customers (if applicable) to the ERP Portal in any manner that may cause Ecoflex Manufacturing to violate US export controls and sanctions. We reserve the right to restrict or block your access, or access by any of your End Users, to the ERP Portal and/or to terminate the Agreement at any time without notice if we determine, at our sole discretion, that such access may cause a violation or create unacceptable risk to us under export controls or sanctions.

  1. Miscellaneous

18.1 Assignment

Neither you nor Ecoflex Manufacturing may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that Ecoflex Manufacturing may assign the Agreement in its discretion (including applicable Order Forms) to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

18.2 Governing law, international use, and users

The Agreement will be governed by and construed in accordance with the internal laws of the State of Louisiana, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Caddo Parrish, Louisiana, and waive any objection to such jurisdiction or venue.

The ERP Portal is controlled and operated from its facilities in the United States. Although the ERP Portal may be accessible worldwide, we make no representation that the ERP Portal or the materials on the ERP Portal are appropriate or available for use in locations outside the United States and accessing the ERP Portal from territories where its use is illegal is prohibited. Those who access or use the ERP Portal from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Portal are solely directed to individuals, companies, or other entities located in the United States.

18.3 Entire agreement/severability

The Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.

18.4 No waiver

Any failure by us to enforce or exercise any provisions of the Terms shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.

18.5 Attorneys’ and accountants’ fees, remedies

In any action to enforce the Term, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.

You agree that Ecoflex Manufacturing's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that Ecoflex Manufacturing shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that Ecoflex Manufacturing may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.

No right or remedy of Ecoflex Manufacturing shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees, and expenses.

No instance of waiver by Ecoflex Manufacturing of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or other waiver.