Erie Materials, Inc.

Terms and Conditions of Use

Effective Date: March 5, 2021

Erie Materials, Inc. and its affiliates ("Erie," "we," "us" or "our") provides customer (“customer”, “you” or “your”) access to a web based portal for electronic invoicing and payment (the “portal” or "Platform") subject to the following terms and conditions (“Terms and Conditions”), which may be revised and updated by Erie from time to time, with or without notice to you.

Please read these Terms and Conditions carefully upon first using the Platform and refer to these Terms and Conditions periodically to make sure that you are aware of the most current terms and conditions. All changes to these Terms and Conditions are effective immediately once posted and apply to all access and use of the Platform from that point forward whether or not you are notified individually of such changes.

By accessing or using the Platform, you accept and agree to be bound by: (i) these Terms and Conditions, including the binding arbitration clause, and (ii) our privacy policy, found at https://www.eriematerials.com/privacy-policy (the “Privacy Policy”), which is incorporated by this reference; (iii) Erie’s PAYMENT TERMS; and (iv) Erie’s standard Credit Terms. By submitting payments through the Platform or by any other method offered by Erie, you agree on your behalf personally and on behalf of any entity for which you are an agent, or which you appear to represent, to these Terms and Conditions. You also further acknowledge and agree that (a) you are an adult individual legally qualified to enter into a contract with Erie; (b) you are not on any list of individuals prohibited from conducting business in the United States; (c) you are not prohibited by any applicable law from using Erie’s Platform or services; (d) you do not have more than one account with Erie; and (e) you have not previously been removed from Erie’s Platform by us, unless you have our express written permission to create a new account. If at any time you cease to meet these requirements, you must immediately delete your account with Erie.

Access to and use of the Platform

Customers seeking to access the Platform will be required to register for an account in order to submit payments to Erie. During the registration process, you will be required to provide evidence of your affiliation with a Customer. Individuals without a legitimate Customer affiliation or individuals whose affiliation cannot be substantiated will not be permitted to register for an account.

By providing the information necessary to register for an account, you represent and warrant that: (i) you are submitting payment on behalf of a legitimate Customer business, (ii) that you are duly authorized to act for and to enter into contracts on behalf of such Customer business; and (iii) that all of the information provided is correct, current and complete. You agree that all information that you provide is governed by the Privacy Policy, and you consent to all actions we take with respect to your information consistent with the Privacy Policy.

Making Payments

The debit/credit card details provided by you for use of the Platform must be correct and accurate and you shall not use a debit/credit card, which is not lawfully owned by you. You further agree and undertake to provide correct and valid debit/credit card details. You may make your payments to Erie by using a Debit/Credit Card or through using your Banking Account and Bank Routing information (ACH payment). When You initiate a payment transaction and/or issue an online payment instruction and provide Your Card / Bank details: (i) You warrant that You are fully and lawfully entitled to use such Credit / Debit Card, Bank Account for such transactions, (ii) You are responsible to ensure that the Card, Bank Account details provided by You are accurate, (iii) You are authorizing the debit to the nominated Card, Bank account for the settlement of payment of services selected by you along with the applicable charges and taxes. You are responsible to ensure that sufficient credit is available on your nominated Card or Bank Account at the time of making the payment selected by you inclusive of the applicable taxes.

By submitting payments through the Platform, you authorize Erie or its agents to process your payments according to your instructions. You are responsible for any legal, regulatory, or banking penalties and fees that may be assessed for supplying false information to us for use with the Platform. You may use the Platform only to authorize the payment of bills owing to Erie and its affiliates. ACH Payments that you authorize will be made from a bank or financial institution account (the “Transaction Account”) that you designate. It is your responsibility to establish and maintain the Transaction Account and to pay any and all fees associated with the Transaction Account. By accepting these Terms and Conditions, you represent and warrant to Erie that: (i) you are 18 years old or older; (ii) you are using your actual identity and any information you provide is accurate and complete; (iii) you are legally authorized to make payments using the Account; and (iv) your use of the Platform will not violate any local, state, national or international laws or regulations.

By providing Erie with a payment authorization under the Platform, you authorize Erie to charge the transaction account you have selected to remit funds on your behalf to pay invoices due and owing to Erie. It is your responsibility to make timely payment authorizations. You should submit all payment authorizations to Erie on or before the actual due date for the bills . Should the due date of the invoices not fall on a business day, payment will be considered timely provided it is received on the next business day. A “business day” means any day other than Saturday, Sunday, a federal holiday, or any other day on which banks in the United States are not generally open for business. You shall bear the risk and the responsibility for paying any late charges or penalties resulting from the late receipt of any payment made under the Platform.

Security of your Account

You must treat as confidential any login information you choose, or that is provided to you, in connection with your access to and use of the Platform and not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree that you will exit from your account at the end of each session. You should use particular 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 personal information. We retain the right to monitor and disable any username, password or other identifier at any time if we believe you have violated any provisions of these Terms and Conditions.

Intellectual Property

Subject to your compliance with these Terms and Conditions, we grant you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Platform solely as permitted by these Terms and Conditions. We reserve all rights not expressly granted to you herein. Unless we have otherwise agreed with you in writing, you may only use the Platform for internal business purposes. In any event, all use of the Platform must be lawful, and you agree to notify us if you learn of any misuse.

All licenses granted herein are subject to the following restrictions: (i) you may not license, sell, transfer, assign, distribute, host or otherwise commercially exploit the Platform; (ii) you may not modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Platform, including any content or information made available through the Platform; (iii) you may not circumvent (or attempt to circumvent) any limitations or securities procedures that we use; and (iv) you may not use the Platform to violate any law, or to interfere with or infringe our rights, or the rights of any other person or entity.

You may not use any of the marks or logos appearing throughout the Platform without express written consent from the trademark owner, except as permitted by applicable law.

You may not use any robot, scraper, spider or other automated means to access or gather information from the Platform, or mirror, co-brand or frame any portion of the Platform on any other website or web page. You may not publicly display any content from the Platform on or in connection with any other website or application. For purposes of these Terms and Conditions, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute any content, of the Platform or any information related to the foregoing.

We may prohibit or limit your use of the Platform at any time at our discretion. We will not be liable if, for any reason, all or any part of the Platform is unavailable for any period.

Indemnification

You agree to defend, indemnify and hold harmless Erie, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, successors and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your violation of these Terms and Conditions; (ii) your use of the Platform; or (iii) your violation of any applicable laws or regulations. We hereby reserve the right to control the defense of any such claims or proceedings for which you are required to indemnify us, and you agree to cooperate with such defense.

Disclaimer of Warranties

Erie makes no express or implied warranties or representations (unless required by law) with respect to the Platform or any content provided therein, and Erie expressly disclaims all warranties of any kind, express, implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement with regard to the Platform and content provided therein. Erie does not warrant that the functions performed by the Platform will be uninterrupted, timely, secure or error-free, or that defects in the Platform will be corrected. Erie does not warrant the accuracy or completeness of any content provided through the Platform, or that any errors in such content will be corrected. The Platform and any content provided therein are provided “as-is” and on an “as-available” basis.

Erie is not responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the platform. Erie is not responsible for any content sent using and/or included in the Platform by any third party. Advice received via the Platform should not be relied upon for personal, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation. Some jurisdictions may not allow the exclusion of certain types of warranties including, without limitation, implied warranties. As a result, the above limitation or exclusion may not apply to you.

Third-Party Content

You acknowledge that the Platform may contain links to third-party websites, resources, products or services, which may be posted by advertisers, our affiliates, our partners, manufacturers, suppliers, resellers or vendors (“Third-Party Content”). You also acknowledge that the Platform may contain sponsored Third-Party Content or advertisements and that we may place advertisements in connection with the display of any content or information about the Platform. We do not control Third-Party Content and accept no responsibility for such content, or for any loss or damage that may arise from your access to or use of such content. If you decide to access or use any Third-Party Content, you do so entirely at your own risk and subject to the terms and conditions for such content.

Limitation of Liability

To the fullest extent permitted by law, in no event and under no theory of liability, including contract, tort, negligence, strict liability, warranty or otherwise, will Erie be liable to you or to any other person or entity for any cost (including legal costs), indirect, consequential, exemplary, incidental, special, or punitive damages, or lost profits arising from or relating to these terms and conditions or your use of the Platform, including those arising from or relating to any content that is alleged to be defamatory, offensive or illegal.

Access to, and use of, the Platform is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom. Erie is not responsible for any malfunctions of your hardware or software or for any computer virus that affects your systems while using the Platform.

In no event will the aggregate liability of Erie exceed one hundred U.S. dollars ($100). The limitations of this section will apply to any theory of liability, including those based on warranty, contract, statute, tort (including negligence) or otherwise, and even if the Erie entities have been advised of the possibility of any such damage, and even if any remedy set forth herein is found to have failed its essential purpose.

The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

If you are dissatisfied with the Platform, or with the terms and conditions, your sole and exclusive remedy is to discontinue using the platform.

Any cause of action against Erie with respect to the Platform must be instituted within one (1) year from the date on which the claim arose.

If you dispute a payment made from a source account, you acknowledge that the dispute must be addressed with your issuing debit or credit card provider or financial institution including fraud and chargebacks. We are not responsible for disputes or any research or resolution of such payment disputes.

Governing Law and Arbitration

Any dispute, claim or controversy arising from or relating to these Terms and Conditions or your use of the Platform, including disputes arising from or concerning the interpretation, violation, invalidity, nonperformance or termination, shall be settled by arbitration administered under the Rules of Arbitration provided by the American Arbitration Association applying New York law. The place of arbitration shall be Syracuse, New York. Any such dispute, claim or controversy shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any dispute or claim of any other party. By using the Platform, you hereby waive all rights to trial in any action or proceeding instituted in connection with these Terms and Conditions or the Platform.

Miscellaneous

These Terms and Conditions constitute the entire agreement of the parties with respect to your access to and use of the Platform. No waiver by Erie of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms and Conditions are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a dispute to be invalid or unenforceable, it will not impact any other provision of these Terms and Conditions, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Erie. These Terms and Conditions and the subject matter that they cover, including without limitation the Platform, do not create any joint venture, partnership, employment, or agency relationship between you and Erie. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.