Terms & Conditions

PRISE® Database EULA

This EULA (the “Terms,” and together with the accepted Proposal(s) (“Order(s)”) associated herewith, the "Agreement") set forth the terms and conditions pursuant to which Gravitas Information Management, LLC dba “Equipment Reliability Solutions” ("ERS"), shall provide the Service and Additional Services (defined below) contemplated by the Order(s) to the customer identified in the Order (“Customer”). Each Order is subject to these Terms. Capitalized terms used herein but not defined herein have the meanings ascribed to them in the Order. In consideration of the mutual promises contained herein, the parties agree as follows:

DEFINITIONS
1. “Additional Services” means any and all integration, technical, support, consulting, training and other professional services provided by ERS to Customer as described in an Order.
2. “Customer Data” means all electronic data or information that Customer or a User submits to the Service.
3. “Service” means ERS’s proprietary “PRISE®” database software-as-a-service product, accessible through the Internet, that is meant to help clients manage preventative maintenance information for mechanical equipment.
4. “User” means an employee or independent contractor of Customer that Customer authorizes to use the Service on Customer’s behalf.
SERVICE AND SUPPORT
1. Provision of Service; Users. During the Term and subject to the terms and conditions set forth herein (including payment of all amounts due and any restrictions or parameters) and subject to any user or site-specific limitations set forth in the applicable Order, ERS (a) will use commercially reasonable efforts to provide Customer with access to its Service and make the Service available to Customer’s Users in accordance with the parameters set forth in the applicable Order and to provide Customer with the Additional Services; and (b) grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, right to access and use the Service. Users will be required to abide by the terms of this Agreement. Any breach by a User will be deemed to be a breach by Customer, and ERS shall not be responsible for any damages arising or resulting from a User’s use of the Service in violation of the Agreement. Customer shall be responsible for maintaining the confidentiality of Customer’s account information, including user names and passwords, and will ensure that no third party uses Customer’s account (other than independent contractors that qualify as “Users” hereunder). Customer shall immediately notify ERS in the event that Customer becomes aware of any unauthorized access to the Service or any violation of the terms of this Agreement by Customer or any User. ERS may terminate or suspend any User’s access to the Service for any breach without notice.
2. Use of Service; Hosting and Maintenance. Customer shall use the Service for its intended purpose and only for Customer’s internal business use. Customer acknowledges that ERS may host the Service using its own infrastructure or it may engage a third party to host on its behalf. Updates may be provided at ERS’s discretion at no additional charge, and ERS may, in its sole discretion, make any changes that it deems necessary or useful to maintain or enhance the quality or delivery of the Service or to comply with applicable law. Scheduled system maintenance shall take place during a normal maintenance window, as reasonably determined by ERS. During such time, the Service may be unavailable. Emergency maintenance may be required at other times in the event of system failure.
3. Support; System Requirements. During the Term, ERS will provide Customer with support in accordance with ERS’s standard support practices. ERS will provide Customer with the training and site provisioning services specified in the applicable Order. Access to the Service requires Internet access and is optimized for Chrome and Firefox.
CUSTOMER ACKNOWLEDGEMENTS AND RESPONSIBILITIES
1. Customer Responsibilities. Customer shall provide ERS with all information, materials and assistance as reasonably required for ERS to provide the Service and Additional Services for Customer and its Users pursuant to this Agreement. Customer shall: (i) cause Users to comply with this Agreement; (ii) cooperate with ERS so that ERS can provide the Service and Additional Services, including using reasonable efforts to make personnel and information available; (iii) be responsible for the Customer Data, except for ERS’s obligations described in Section 7 (Confidentiality); and (iv) use reasonable efforts to prevent unauthorized access or use of the Service. Customer will be solely responsible for the following: (i) providing all hardware, software, networking and communications capabilities required for use of the Service; (ii) at all times using the Service in accordance with the applicable documentation and any other written instructions provided by ERS; (iii) using the Service in a manner that does not infringe the intellectual property, privacy or other rights of third parties, and (iv) ensuring that Customer and its Users do not upload or transmit viruses or malicious code via the Service.
2. Compliance with Applicable Law. Customer and each User uses the Service and Additional Services at its own initiative and is responsible for compliance with any applicable laws and regulations. ERS may also impose limits on the use or access to the Service as required by law.
3. Customer Data. Customer and its Users are solely responsible for the Customer Data submitted to the Service by Users. Customer represents, warrants and agrees that it has received proper consent and permission of any third party to submit data of such third party (“Third-Party Data”) to the Service. Subject to its rights as expressly set forth in this Agreement, ERS agrees to, at Customer’s written request within 30 days after termination of this Agreement, transfer Customer Data to Customer in a mutually agreed format and reasonably promptly thereafter destroy all Customer Data as requested by the Customer.
4. Restrictions. Customer may not use the Service in any manner not expressly permitted hereby. Without limitation, Customer may not rent, lease, lend, sell, redistribute, reproduce, make available or sublicense the Service, or use any component of the Service as a service bureau. Further, Customer may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code, underlying structure, ideas or algorithms of, or modify or create derivative works of, the Service, or any part thereof, including without limitation using or attempting to use the Service or data generated by the Service to create a product or service that is generally competitive with or similar to the Service or to create algorithms or models of similar functionality or purpose. Customer may not exceed any user or site-specific limitations that are set forth on the Order. In the event that Customer exceeds any such user or site limitations then ERS, in addition to any other legal and equitable rights and remedies available to it, may invoice Customer for, and Customer shall pay pursuant to the applicable payment terms hereunder, the applicable license and related fees for such excessive use. If for some reason these restrictions are prohibited by applicable law, then the activities are permitted only to the extent necessary to comply with such law.
INTELLECTUAL PROPERTY.
1. Reservation of Rights. All intellectual property rights in and to the Service remain the sole property of ERS and/or its licensors. If Customer or any of its Users submits to ERS comments, suggestions, or other feedback regarding the Service or Additional Services (“Feedback”), Customer agrees that ERS will be free to use such Feedback for any purpose without accounting or obligation.
2. Rights in Data. As between ERS and Customer, Customer shall own all right, title, and interest in and to any Customer Data. Customer grants and agrees to grant to ERS a non-exclusive, transferable, sublicensable, royalty free license during the Term to use Customer Data in order to provide the Service and Additional Services (including monitoring and improving the same). Customer acknowledges that such usage may incidentally improve ERS’s algorithms and/or processes given the machine learning nature of certain components of the Service and Additional Services. In addition, Customer hereby grants to ERS a non-exclusive, sublicensable, royalty free license to use Customer Data to compile and synthesize aggregated and/or de-identified information (“De-Identified Data”). Notwithstanding anything in this Agreement to the contrary, to the extent that ERS collects or generates De-Identified Data, such De-Identified Data will be owned solely by ERS. ERS shall ensure that Customer is not identified or identifiable as the source of any such De-Identified Data. Customer agrees and acknowledges that it may not have access to the De-Identified Data.
PAYMENT TERMS.
1. Fees. Applicable fees and pricing for the Service (“Subscription Fees”), any Additional Services (“Additional Fees”) and any transactional fees for specific services and reports (“Transaction Fees”) ordered by Customer from time to time are set forth on the Order. Subscription renewal pricing is specified in Section 10(2). Subscription Fees, Additional Fees and Transaction Fees are collectively referred to as “Fees.”
2. Payment Terms. Unless otherwise specified on an Order, Customer hereby agrees to pay ERS the monthly, quarterly or annual, as applicable, Subscription Fee within 30 days of the invoice date. Unless otherwise specified on the applicable Order, additional Fees for Additional Services will be invoiced as delivered and are payable within 30 days of the invoice date. Fees are payable by check or other electronic payment method on file with Customer’s account (“Customer Payment Method”). Transaction fees may either be invoiced monthly and payable within 30 days of the applicable invoice date (unless otherwise specified on the applicable Order) or at the time Customer requests the applicable service using the Customer Payment Method. Except to the extent otherwise provided in the Order, all Fees are non-refundable and are payable in U.S. dollars. Any Fees remaining unpaid past their due date shall accrue interest at a rate of the lesser of one and one-half (1.5%) percent per month or the highest rate allowed by law. ERS may also (at its discretion, without notice and in addition to other remedies it may have) suspend any services and Customer’s and its Users’ access to the Service if any invoice remains unpaid for more than 15 days past its due date.
3. Taxes. The Fees set forth on the Order do not include local, state or federal sales, use, value-added, transactional excise or personal property or other similar taxes or duties, and any such taxes shall be assumed and paid by the Customer except those taxes based on the net income of ERS. ERS shall have no liability for any taxes owed by Customer or its Users as a result of their use of the Service.
WARRANTIES AND DISCLAIMER.
1. Mutual Warranties. Each party represents that it is a corporation that is duly organized, validly existing, and in good standing in the jurisdiction in which it is incorporated, and that it has the requisite corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement. Each party represents and warrants that it has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof.
2. Customer Warranty. Customer warrants that to its knowledge, it has all necessary rights to provide Customer Data to ERS.
3. Disclaimer. EXCEPTING AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ADDITIONAL SERVICES ARE PROVIDED AS-IS, AND ERS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, MERCHANTABILITY, INFORMATIONAL CONTENT, ACCURACY OF RESULTS, SYSTEMS INTEGRATION, FUNCTIONALITY OR RELIABILITY OF CUSTOMER MECHANICAL EQUIPMENT OR ANY OTHER CUSTOMER-PROVIDED OR THIRD-PARTY-PROVIDED DATA, SERVICES, SOFTWARE, HARDWARE OR EQUIPMENT, NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT OR OTHERWISE. CUSTOMER SHALL NOT AND HAS NO AUTHORITY TO MAKE ANY WARRANTY ON BEHALF OF ERS TO ANY USER CONCERNING THE SERVICE. ERS DOES NOT WARRANT THAT THE SERVICE OR ADDITIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. SUPPLIER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SERVICE OR THAT ERS WILL CORRECT ALL NON-MATERIAL DEFECTS. WHILE ERS ENDEAVORS TO PROVIDE SECURITY MEASURES TO KEEP ALL DATA SECURE, ERS DOES NOT WARRANT THAT ERS CAN PREVENT ALL THIRD-PARTY DISRUPTIONS OR UNAUTHORIZED THIRD-PARTY ACCESS. ERS’S WARRANTIES WILL NOT APPLY IF THERE HAS BEEN MISUSE, MODIFICATION, DAMAGE NOT CAUSED BY ERS, OR FAILURE TO COMPLY WITH WRITTEN INSTRUCTIONS PROVIDED BY ERS.
CONFIDENTIALITY.
1. Definition. “Confidential Information” means any proprietary information, customer information, product plans, inventions, technical data, trade secrets, know-how, or other business information (including, without limitation, the Fees), in each case disclosed by a disclosing party hereunder. Except as otherwise provided for herein, ERS’s Confidential Information includes, without limitation, the Service, any ERS software comprising the same (if applicable), and the terms and conditions of this Agreement. Customer’s Confidential Information includes, without limitation, the Customer Data.
2. Exclusions. Notwithstanding Subsection 7(1), nothing received by a receiving party shall be construed as Confidential Information which: (a) is now available or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality; (c) is known to the receiving party prior to such disclosure; or (d) is, at any time, developed by the receiving party independent of any such disclosure(s).
3. Non-Use and Non-Disclosure. The receiving party shall not disclose the disclosing party’s Confidential Information to any third party (other than as set forth herein or in a separate writing by the disclosing party (email permitted)) and may only use the disclosing party’s Confidential Information for the intended business purpose related to this Agreement and for the benefit of the disclosing party, or as otherwise expressly set forth herein. Both parties shall protect Confidential Information from disclosure or misuse by using the same degree of care as for their own confidential information of like importance, but shall at least use reasonable care. The receiving party shall limit access to the disclosing party’s Confidential Information to those of its employees, contractors and agents who need such access for the receiving party to exercise a right or fulfill an obligation of this Agreement, who have been informed of the confidential nature of such information, and who are subject to confidentiality obligations less stringent than those herein. It is understood that said Confidential Information shall remain the sole property of the disclosing party unless otherwise expressly set forth herein.
4. Disclosure Required by Law. Notwithstanding Subsection 7(3) above, a receiving party may disclose the other party’s Confidential Information if the information is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized government agency, provided that the receiving party must give the disclosing party prompt written notice and obtain or allow for a reasonable effort by the disclosing party to obtain a protective order prior to disclosure.
LIMITATION OF LIABILITY.
1. DISCLAIMER OF DAMAGES. EXCEPT FOR LIABILITIES RESULTING FROM A BREACH OF SECTIONS 3(4) (RESTRICTIONS) AND 7 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS, OR LOST SAVINGS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE.
2. MAXIMUM LIABILITY. IN NO EVENT SHALL ERS’ LIABILITY HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) IN THE AGGREGATE EXCEED THE FEES RECEIVED BY ERS HEREUNDER FOR THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
3. Allocation of Risk. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and voluntary allocation between them of the risk associated with Customer’s use of the Service and, but for this provision, ERS would not have made the Service available to Customer hereunder. ERS’s compensation reflects such allocations, and the limitations and exclusions will apply notwithstanding the failure of essential purpose of any limited remedy contained herein.
INDEMNIFICATION.
1. By ERS. ERS shall defend Customer from and against any claim, demand, or action in any form brought by a third party against Customer, and indemnify and hold Customer harmless from any damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ and experts’ fees, in each case that are finally awarded to the third party by a court of competent jurisdiction or otherwise owed in any settlement, in each case to the extent arising from or related to any allegation that the Service, as provided to Customer and used within the scope of this Agreement, infringes any U.S. patent, copyright, or trade secret. Notwithstanding the forgoing, ERS will have no liability for any infringement claim of any kind if the claim results from: (a) modifications made other than by ERS; (b) unauthorized or unlicensed use; (c) any third-party applications or services; (d) the combination, operation or use of any component of the Service with equipment, devices or software not supplied by ERS, to the extent such a claim would have been avoided if the Service was not used in such combination; (e) use of information, materials, reports, Customer Data or marks provided to ERS; or (f) or compliance by ERS with designs, plans, instructions or specifications furnished by or on behalf of Customer.
2. By Customer. Customer shall defend ERS from and against any claim, demand, or action in any form and indemnify and hold ERS harmless from any damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ and experts’ fees in each case arising from or related to: (a) unauthorized or illegal use of the Service by Customer or any User; (b) any Customer Data; or (c) violation of applicable law or regulation.
3. Rights Upon Infringement. If Customer's use of the Service is, or in ERS’s opinion is likely to be, enjoined due to the type of infringement specified in Subsection 9(1) above, ERS may, at its sole option and expense: (a) procure for Customer the right to continue using the same under the terms of this Agreement; (b) replace or modify the same so that it is non-infringing; or (c) if options (a) and (b) above cannot be accomplished despite ERS’s commercially reasonable efforts, then ERS may terminate Customer's rights and ERS’s obligations hereunder with respect to the applicable Service and refund a pro-rated portion of any pre-paid Fees paid therefor, based upon Customer’s use to date.
4. Conditions Precedent. The indemnifying party will have no obligation under this Section as to any claim, suit, or proceeding unless: (a) the indemnified party promptly notifies the indemnifying party in writing of such claim, suit, or proceeding; (b) the indemnifying party has sole control of its defense and settlement; and (c) the indemnified party, upon request of the indemnifying party, cooperates in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnifying party keeps the indemnified party informed of and consults with the indemnified party in connection with the progress of such litigation or settlement; and (c) the indemnified party may choose to participate in the defense or settlement of the claim at its own expense.
5. Sole Remedy. The provisions of this Section sets forth ERS’s sole and exclusive obligations, and Customer's sole and exclusive remedies, with respect to infringement of any proprietary or intellectual property rights of any kind.
TERM AND TERMINATION.
1. Term. This Agreement will commence on the Effective Date (which, unless otherwise expressly set forth in the applicable Order, is the date the Order is signed or otherwise accepted by Customer in accordance with its terms) and unless terminated as set forth herein, will continue for so long as a subscription for the Service or an Order is still in effect hereunder.
2. Subscription and Additional Services Renewals and Renewal Pricing. Except as otherwise expressly set forth in the applicable Order, unless one party notified the other of its intention not to renew not less than thirty (30) days prior to the applicable anniversary of the Order, the subscription for the Service and related, ongoing Additional Service shall automatically renew for successive periods equal to the duration of the Initial Service Term specified on the applicable Order (each, a “Renewal Service Term”). The Initial Service Term and any Renewal Service Term shall be the “Term” of the applicable subscription. ERS will provide Customer written notice of the pricing for a Renewal Service Term at least two weeks before the end of the Initial Service Term or Renewal Service Term, as applicable, and such pricing will be effective upon renewal.
3. Termination. In the event that a party is in material breach of the terms of this Agreement and such party does not cure such breach within thirty (30) days following notice thereof, then the other party may immediately suspend performance (including delivery and/or access to the Service or delivery of reports, in the case of ERS) or terminate the applicable Order and/or this Agreement by sending written notice to the breaching party.
4. Effect of Expiration or Termination. Sections 2(1), 3-4, 5(2) (with respect to amounts accrued or payable prior to termination), 5(3), 6(3), 7-9, 10(4) and 11 shall survive any expiration or termination of this Agreement. All other rights and obligations shall cease and be of no further force or effect.
GENERAL.
1. Entire Agreement. Except as otherwise expressly set forth in an Order signed by authorized representatives of ERS and Customer, this Agreement, including the Order(s) and any schedules and/or attachments referenced herein or issued hereunder constitute the entire agreement of the parties with respect to the subject matter contemplated herein, and supersede any prior representations, agreements, negotiations, or understandings between them, whether written or oral, with respect to the subject matter hereof, provided that with respect to Confidential Information disclosed thereunder this Agreement shall not affect any surviving provision of any NDA or other agreement by and between the parties. No waiver, alteration, or modification of any of the provisions of the Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto, or unless and except to the extent User accepts a subsequent click-to-accept agreement delivered by ERS via the Service.
2. Governing Law and Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to its conflicts of laws provisions, rules or statutes. The parties expressly agree to exclude the application of the U.N. Convention on Contracts for the International Sale of Goods (1980) to this Agreement and the performance of the parties contemplated herein, to the extent that such convention might otherwise be applicable.
3. Arbitration. Any dispute, controversy or claim arising out of this Agreement will be settled by binding arbitration pursuant to the Commercial Rules (or Consumer Rules, to the extent applicable) of the American Arbitration Association (“Rules”) then in effect. Notwithstanding those Rules, the following provisions will apply to such arbitration: (a) Texas law shall apply, (b) the arbitration will be conducted by a single arbitrator; however, at the request of either party, a panel of three arbitrators will conduct the arbitration, with one arbitrator chosen by each of the parties and the third appointed by the other two arbitrators, (c) the fees of the arbitrator(s) shall be equally borne (50/50) by the parties, and (d) the proceedings shall be in the English language and shall take place in Austin, Texas metropolitan area or another location within Texas reasonably convenient to both parties. The arbitrator(s) shall reach a binding decision regarding the issues presented as it deems fair, reasonable and appropriate, and such decision shall have the full force and effect of a binding judgment, which may be entered in any court having proper jurisdiction. Notwithstanding this provision, each party may seek injunctive relief in any court of competent jurisdiction. The parties agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only.
4. Relationship of Parties. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. ERS reserves the right to utilize subcontractors.
5. Attorneys’ Fees. In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
6. Equitable Relief. The parties agree that a material breach of the confidentiality provisions of this Agreement or restrictions set forth herein would cause irreparable injury to ERS for which monetary damages alone would not be an adequate remedy, and therefore ERS shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
7. Force Majeure. ERS shall not be deemed to have breached any provision of the Agreement or be liable in any way for any delay, failure in performance, loss, damage or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, epidemic, pandemic, interruption or failures of communication systems or Internet equipment or service, other catastrophes, equipment failure, acts or omissions of third-party application or service providers or any other occurrences which are beyond ERS’s control.
8. Government Use. The use, duplication, reproduction, release, modification, disclosure, or transfer (“use”) of the Service, no matter how received by the United States Government, is restricted in accordance with the terms and conditions contained herein. All other use is prohibited. Further, the Service was developed at ERS’s private expense and is commercial in nature. By using or receiving the Service, any Government user agrees to the terms and conditions contained in this Agreement including the terms and conditions contained in this paragraph.
9. Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, provided that no consent is required in connection with any ERS assignment resulting from its merger, reorganization, consolidation, amalgamation, sale of assets or similar transaction. Any purported assignment in violation of this Section shall be null and void. The Agreement shall be binding on all permitted successors and assigns.
10. Severability. The invalidity or unenforceability of any provision hereof, or any terms thereof, shall not affect the validity of the Agreement as a whole, which will at all times remain in full force and effect.
11. Waiver. The failure of either party to enforce at any time the provisions of the Agreement, or the failure to require at any time performance by the other party of any of the provisions of the Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of the Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
12. Notices. All notices required or permitted under the Agreement will be in writing and delivered by email, courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth in this Section or in the Order or to such other address as may be specified by either party to the other in accordance with this Section. Notices to ERS should be sent to ERS, Attn: Craig Reynolds, General Manager via email at Craig@eqrsolutions.com.