Terms and Conditions

This Application is operated by ERoar .

Throughout the Application, the terms “we”, “us”, “our” “company”, refer to ERoar Limited.

ERoar offers this Application, including all information, tools, and services available to you, theUser, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here in.

By using the ERoar Application, you agree to comply with these terms, conditions and accept them.

These rules have been written according to law, in order to protect Users information, freedom and to provide a high-quality service.

In downloading, subscribing or acquiring this Application you automatically agree to the Terms and Conditions of use and service

1: INTRODUCTION

User accountis defined as the private account of every User that has access with private and confidential username and password.

Subscriptionallows you to access all the Services on the Application as is defined in the present .

Servicesare defined as the search settings, features available on the Application.

2: TERMS OF SERVICE

2.1 Service

The Application provided by Eroar Limited for the valuation of Catalytic Converters containing precious metals (Platinum, Palladium & Rhodium) and a trading network for the acquisition and sale of such items.

2.2 Download Terms

As defined by Google and Apple purchase platforms.

2.3 Users details

The user guarantees to Eroar that all of the information provided is true andcommits themselves to keeping their account information up to date. The use of Automated Account creation Software and/or the use of a fake or fraudulent identity is prohibited and will result in the deactivation of the user account and or legal action if criminal activity is detected.

3. Subscription

Subject to the Customer purchasing sufficient Usage Rights in accordance with clause 3 and subject to the other terms and conditions of this Agreement, Eroar hereby grants to the Customer a non-exclusive, non-transferable right to permit Authorised Users to use the Service during the Subscription Term solely for the purpose of arranging, administering, and delivering Events connected with the Customer’s own business.

4. Usage Rights

The Customer acknowledges and agrees that the Eroar may stipulate limits on the Customer’s rights to use the Service or other conditions or parameters affecting its use of the Service (“Usage Rights“)

In relation to Usage Rights, the Customer undertakes that: (a) its use of the Service will not exceed any applicable Usage Rights; (b) it will not allow any Authorised Users to use the Service in a way which exceeds the Usage Rights; (d) it will ensure that the Authorised User shall be issued with and keep a secure password for his or her use of the Services and that each Authorised User shall keep his or her password confidential;

The Customer shall permit Eroar (or Eroar’s designated auditor) to audit the Customer’s use of the Services in order to establish whether any applicable Usage Rights have been complied with or exceeded and to ensure that the Service has been used in compliance with this Agreement more generally. Each such audit may be conducted remotely via the use of software management services at any point in time.

If any of inspection of the Customer’s records under clause 3.2 or audit under clause 3.3 reveals that the Customer has exceeded any applicable Usage Rights, or underpaid Subscription Fees due to Eroar, or otherwise used the Service in breach of this Agreement, then without prejudice to Eroar’s other rights, the Customer shall (as applicable) compensate Eroar for any use of the Service which has exceeded the Usage Rights, or pay to Eroar an amount equal to any underpayment of Subscription Fees, or remedy any other non-compliance with this Agreement (as Eroar may reasonably require). Under such circumstances the Customer shall also reimburse Eroar in respect of any costs it has incurred in undertaking the inspection or audit.

5. Acceptable Use

The Customer agrees that it is solely responsible for any purchase or sale (transaction) its conducts or delivers using the Service, for any material or content shared or disseminated in connection with any of its transactions and for the actions of its Authorised Users.

The Customer shall comply with all applicable laws, regulations and codes of practice in using the Service and in connection with any transactions, such as but not restricted to waste management legislations, processes and requirements

Without prejudice to the generality of the Customer’s obligations under clause 4.1 and 4.2 above, the Customer agrees that it shall not (and shall procure that its Authorised Users shall not), in using the Service, access, store, distribute or transmit any materials or content that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property. Eroar reserves the right, without liability to the Customer and without prejudice to its other rights, to disable or suspend the Customer’s access to any material or content, or its use of the Service, in the event that Eroar believes that there may have been a breach of the provisions of this clause.

6. Restrictions

The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service, Content or Software (as applicable) in any form or media or by any means; or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service or Software; or (c) access or use all or any part of the Service or Software in order to build a product or service which competes with the Service and/or Software; (d) use the Service to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service or Software available to any third party except the Authorised Users; or (f) introduce or permit the introduction of, any virus into Eroar’s network and information systems.

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and Software and, in the event of any such unauthorised access or use, promptly notify Eroar.

The rights granted under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer unless expressly agreed otherwise in writing by Eroar.

7. Additional Usage Rights

If made available and subject to clause 6.2 and 6.3 below, the Customer may, from time to time during any Subscription Term, purchase additional Usage Rights in excess of that set out in the Subscription form and Eroar shall then permit use of the Service in accordance with such additional Usage Rights in accordance with the provisions of this Agreement.

If the Customer wishes to purchase additional Usage Rights, the Customer shall use the capability within the Eroar Application to acquire / request for additional Usage Rights and respond to the Customer with approval or rejection of the request and detailing any additional Subscription Fees which are payable in respect of the additional Usage Rights requested. Where Eroar approves the request, Eroar shall activate the additional Usage Rights as soon as reasonably practicable after approval of the Customer’s request, or with effect from any date expressly agreed between the parties.

8. Provision of the Service

Eroar shall, during the Subscription Term, provide the Service to the Customer on and subject to the terms of this Agreement.

Eroar shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 12.00 pm to 7.00 am UK time; and (b) unscheduled maintenance performed outside Normal Business Hours, provided that Eroar has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

9. Standard Support Services

Eroar will, as part of the Service, provide the Customer with Eroar’s standard customer support services during Normal Business Hours in accordance with Eroar’s Support Services Policy in effect at the time that the Services are provided. Eroar may amend the Support Services Policy in its sole and absolute discretion from time to time.

10. Supplier’s Obligations

Eroar undertakes to provide the Service in accordance with the terms of this Agreement and using reasonable skill and care.

The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to Eroar’s instructions, or modification or alteration of the Service by any party other than Eroar or Eroar’s duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.

Eroar does not warrant that: (a) the Customer’s use of the Services will be uninterrupted or error-free; or (b) that the Service will meet the Customer’s requirements; or (c) the Service or Software will be free from viruses or vulnerabilities.

Eroar is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

11. Customer’s Obligations

The Customer shall: (a) provide Eroar with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Eroar in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; (b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this agreement; (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner; (d) ensure that the Authorised Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Eroar, its contractors and agents to perform their obligations under this agreement, including without limitation the Service; (f) ensure that its network and systems comply with the relevant specifications provided by Eroar from time to time; and (g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Eroar’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

12. Subscription Fees and Payment

The Customer shall pay the Subscription Fees to Eroar in accordance with the Subscription form and this clause 11.

The Subscription Fees shall be paid on such dates and by such method as is stipulated in the Subscription form and or the platform provider where by the acquisition of the Service has been enabled.

Unless stated otherwise, shall be payable in USD and or the country equivalent via the service and software download platform;

13. Proprietary Rights

The Customer acknowledges and agrees that Eroar and/or its licensors own all Intellectual Property Rights in the Service, Content and Software. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Service Content or Software.

Eroar confirms that it has all the rights in relation to the Service Content and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

14. Data Protection

Each of the parties agree to comply with all applicable laws concerning data protection and privacy in connection with their activities under this Agreement.

To the extent that Eroar processes any personal data on behalf of the Customer in performing its obligations under this Agreement, the parties agree to comply with their respective obligations under the Data Processing Addendum appended to these Terms and Conditions at Annex 1.

15. Confidentiality

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

Subject to clause 14.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

The Customer acknowledges that details of the Service, Content and Software, constitute Eroar’s Confidential Information. Eroar acknowledges that the Customer Data is the Confidential Information of the Customer.

The above provisions of this clause 14 shall survive termination of this Agreement, however arising.

16. Indemnity

The Customer shall defend, indemnify and hold harmless Eroar against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Service and/ or any Event organised or delivered by the Customer, provided that: (a) the Customer is given prompt notice of any such claim; (b) Eroar provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and (c) the Customer is given sole authority to defend or settle the claim.

Eroar shall defend the Customer against any claim that the Customer’s use of the Service in accordance with this Agreement infringes any United Kingdom Intellectual Property Rights owned by any third party (“IP Claim“), and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Eroar is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Eroar in the defence and settlement of such claim, at Eroar’s expense; and (c) Eroar is given sole authority to defend or settle the claim.

In the defence or settlement of any IP Claim, Eroar may: (a) procure the right for the Customer to continue using the Service; or (b) replace or modify the Service so that it becomes non-infringing; or (c) if the preceding remedies are not reasonably available, terminate this Agreement on notice to the Customer in which event that the Customer shall be entitled to receive an appropriate refund in respect of any pre-paid Subscription Fees paid in relation to the unexpired term of the Agreement, but Eroar shall have no additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

In no event shall Eroar, its employees, agents and sub-contractors be liable to the Customer under clause 15.2 to the extent that the alleged IP Claim is based on: (a) a modification of the Service by anyone other than Eroar; or (b) the Customer’s use of the Service in a manner contrary to the instructions given to the Customer by Eroar; or (c) the Customer’s use of the Service after notice of the alleged or actual infringement from Eroar or any appropriate authority; or (d) any Customer Data or content or materials or instructions provided by the Customer.

The foregoing states the Customer’s sole and exclusive rights and remedies, and Eroar’s (including Eroar’s employees’, agents’ and sub-contractors’) entire obligations and liability, in respect of any IP Claim.

17. Limitation of liability

Except as expressly and specifically provided in this Agreement: (a) the Customer assumes sole responsibility for results obtained from the use of the Service and for any Events it organises or attempts to deliver using the Service and for the success thereof and Eroar shall have no liability for any problems or disruption experienced in relation to any use or the service; and (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and (c) the Service is provided to the Customer on an “as is” basis.

Nothing in this Agreement excludes the liability of Eroar: (a) for death or personal injury caused by Eroar’s negligence; or (b) for fraud or fraudulent misrepresentation; or (c) for any other liability which may not be limited or excluded under applicable law.

Subject to clause 16.1 and clause 16.2, Eroar shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

18. Term and Termination

This Agreement shall, unless otherwise terminated as provided in this clause 17, commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period“). The Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term“.

19. Post Termination

On termination (or expiry) of this Agreement for any reason: (a) all rights and licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Service Content and Software; this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

20. Miscellaneous

Eroar shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Eroar or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

If there is an inconsistency between any of the provisions in the Subscription form and in these Terms and Conditions, the provisions in the Subscription form shall prevail.

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

This Agreement constitutes the entire agreement between the parties

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email as set out in this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Law of Hong Kong and Republic of China.

Eroar may update these Terms and Conditions from time to time and updated copies of these Terms and Conditions shall be published here, Unless expressly agreed otherwise in wiring, the Agreement shall be governed by the version of these Terms and Conditions in force as at the Start Date for the duration of the Initial Subscription Agreement and shall be governed by the version of these Terms and Conditions in force on the first day of any Renewal Period for the duration of that Renewal Period. This is Version 1.0 of these Terms and Conditions issues on 20^thJuly  2022.