Terms of Use
Last Updated: July 28, 2021
The following Terms of Use (“Terms”) are entered into by and between Edifecs, Inc. (“Edifecs”, “we”, “us”) and visitors, users, and others (together, “Users”, “you”, “your”) who access or otherwise use the Edifecs corporate website (www.edifecs.com), any Edifecs community website or any other website sponsored or provided by Edifecs that indicates it is subject to these Terms (together, the "Sites"). By accessing or otherwise using one or more of the Sites, you acknowledge that you have read, understood and agree to be bound by these Terms. If you are acting on behalf of a company, organization or other entity, then (i) “you” includes you and that entity; (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms; and (iii) you agree to these Terms on the entity’s behalf.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Eligibility
This is a contract between you and Edifecs. You must read and agree to these Terms before using the Sites. If you do not agree, you are not permitted to use the Sites. You may use the Sites only if you can form a binding contract with Edifecs, and only in compliance with these Terms and all applicable local, state, national and international laws, rules and regulations.
Any use or access to the Sites by anyone under 13 is strictly prohibited and in violation of these Terms. If Edifecs previously has prohibited you from using any of the Sites, then you are not permitted to use the Sites now or at any time in the future.
User Feedback
We welcome your comments, feedback, ideas, suggestions and other similar submissions regarding the Sites (collectively, “Submissions”). However, please do not send us any Submissions you consider to be confidential or proprietary. All Submissions are not confidential, and will become and remain our property. You hereby acknowledge and agree that Edifecs has the perpetual right to use, display, publish, reproduce, modify, transmit, sublicense, translate and create derivative works from and distribute your Submissions in any medium and through any method of distribution, transmission or display for any purpose whatsoever, commercial or otherwise, without compensation or any other obligation to you or any third party. You further acknowledge that, by accepting Submissions, Edifecs does not waive any rights to use similar or related ideas previously known to Edifecs, developed by its employees or obtained from other sources.
Limited License
Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Sites, including the content made available to you on the Sites. Edifecs may terminate this license at any time for any reason or no reason. Edifecs reserves all rights not expressly granted herein. Use of the Sites for any purpose not expressly permitted by these Terms is strictly prohibited.
The Sites may contain other proprietary notices and copyright information that supplement these Terms. Please review any such supplemental notices and information carefully.
Use Restrictions
You agree not to engage in any of the following prohibited activities:
- copying, distributing or disclosing any part of the Sites in any medium, including without limitation by any automated or non-automated “scraping”;
- using any automated system, including without limitation “robots,” “spiders” or “offline readers” to access the Sites in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional web browser;
- transmitting spam, chain letters or other unsolicited email;
- attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Sites;
- taking any action that imposes or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- uploading invalid data, viruses, worms or other software agents through the Sites;
- collecting or harvesting any personal information, including account names, from the Sites;
- using the Sites for any commercial solicitation purposes;
- impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- interfering with the proper working of the Sites;
- accessing any content on the Sites through any technology or means other than those provided or authorized by the Sites; or
- bypassing the measures we may use to prevent or restrict access to the Sites, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Sites or the content therein.
Changes to the Sites
At any time, with or without notice to you and in our sole discretion, we may:
- change the Sites;
- stop providing the Sites or features of the Sites to you or to Users generally;
- create usage limits for the Sites; or
- permanently or temporarily terminate or suspend your access to the Sites.
User Accounts
We may in our sole discretion provide you with an individual account for one or more of the Sites (“User Account”) that gives you access to special Site functionality. We reserve the right to maintain different types of User Accounts for different types of Users. By connecting to Edifecs with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You must never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. Please use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account. You must notify Edifecs immediately of any breach of security or unauthorized use of your User Account. Edifecs will not be liable for any losses caused by any unauthorized use of your User Account.
You may control your User profile and how you interact with the Sites by changing the settings we make available to you. By providing Edifecs your email address, you consent to our using the email address to send you notices related to the Sites, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as information regarding changes to the Sites and special offers. If you do not want to receive such email messages, you may ask to opt out or change your preferences. Opting out may prevent you from receiving email messages regarding certain updates, improvements or offers that may be of interest to you.
Indemnity
You agree to defend, indemnify and hold harmless Edifecs and its subsidiaries, agents, licensors, managers and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
- your use of and access to the Sites, including any data or content transmitted or received by you;
- your violation of these Terms, including without limitation your breach of any of your representations and warranties herein;
- your violation of any third-party right, including without limitation any right of privacy or intellectual property rights;
- your violation of any applicable law, rule or regulation;
- User Content or any content that is submitted via your User Account, including without limitation misleading, false or inaccurate information;
- your gross negligence, willful misconduct or fraud; or
- any other party’s access and use of the Sites with your unique username, password or other security code.
Disclaimers
THE SITES ARE PROVIDED BY EDIFECS ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. While Edifecs seeks to provide accurate, up-to-date information available, the Sites may, at times, contain technical inaccuracies or typographical errors, and may be changed or updated without notice. Edifecs does not guarantee that the information provided through the Sites will be accurate or up-to-date and use of such information is at your own risk. We reserve the right without prior notice to discontinue or change the specifications on products and services offered on the Sites without obligation to you. From time to time, we may make suggestions or recommendations of certain products or services. However, we make no guarantee as to satisfaction for our suggestions or recommendations or that the suggested or recommended products or services will meet your expectations. Edifecs provides no assurances that any reported problems may be resolved with the use of any information that Edifecs provides.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EDIFECS AND ITS LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE OPERATION OF THE SITES, AND INFORMATION, CONTENT OR OTHER MATERIALS AVAILABLE ON THE SITES. WITHOUT LIMITING THE FOREGOING, EDIFECS AND ITS LICENSORS DO NOT WARRANT THAT THE SITES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITES WILL MEET YOUR REQUIREMENTS; THAT THE SITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SITES.
SOME JURISDICTIONS DO NOT ALLOW ONE OR MORE OF THE EXCLUSIONS OF WARRANTIES ABOVE, SO THEY MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDIFECS OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, UNDER ANY THEORY OF LIABILITY (INCLUDING TORT, CONTRACT OR ANY OTHER THEORY), INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR PERFORMANCE OF THE SITES. UNDER NO CIRCUMSTANCES WILL EDIFECS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THESE LIMITATIONS APPLY EVEN IF EDIFECS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF ANY WARRANTY OR REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE TOTAL LIABILITY OF EDIFECS AND ITS LICENSORS WILL BE LIMITED TO THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO US, IF ANY, FOR ACCESSING OR USING THE SITES.
SOME JURISDICTIONS DO NOT ALLOW ONE OR MORE OF THE LIMITATIONS OF LIABILITY LISTED ABOVE, SO THEY MAY NOT APPLY TO YOU.
Termination of Usage
Edifecs may terminate or suspend your access to all or part of the Sites, without notice, for any conduct that we, in our sole discretion, believe is disruptive to the Sites or is in violation of any applicable law or these Terms.
Privacy and Security
We care about the privacy and security of your information. However, we cannot guarantee that third parties will never be able to defeat our security measures or use your information for improper purposes. YOU ACKNOWLEDGE THAT YOU PROVIDE YOUR USER CONTENT AT YOUR OWN RISK.
For more information about our privacy practices, please refer to our Privacy Notice.
Applicable Law
The Sites are controlled by us from our offices within the State of Washington, United States of America. The laws applicable to the interpretation of these Terms shall be the laws of the State of Washington, USA, without regard to any conflict of law provisions. You agree to submit to the personal jurisdiction of the federal and state courts located in King County, Washington for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that King County, Washington is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
We make no representation that the content found in the Sites is appropriate for access outside of the United States. Those who choose to access the Sites from outside the United States do so on their own initiative and are responsible for compliance with local laws. If any provision within these Terms is held to be invalid or unenforceable, such provision shall be struck and all remaining provisions shall be enforced.
Arbitration; Class Action/Jury Trial Waiver
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EDIFECS. For any dispute with Edifecs, you agree to first contact us using the contact information set forth below and attempt to resolve the dispute with us informally. In the unlikely event that Edifecs has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in King County, Washington, unless you and Edifecs agree otherwise. If you are using the Sites for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Sites for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Edifecs from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation or violation of Edifecs’s data security, intellectual property rights or other proprietary rights.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EDIFECS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
No Professional Advice
Any professional information (for example, medical, legal or financial) on the Sites is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any such information contained in the Sites. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
No Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Edifecs without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Notification Procedures and Changes to these Terms
Edifecs may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice or through posting of such notice on our website, as determined by Edifecs in our sole discretion. Edifecs reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Edifecs 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. Edifecs may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we make material changes these Terms in a material manner, we will provide you with reasonable notice of the changes. Your continued use of the Sites after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Sites.
Entire Agreement/Severability
These Terms, together with any amendments and any additional agreements you may enter into with Edifecs in connection with the Sites, shall constitute the entire agreement between you and Edifecs concerning the Sites. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
No Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Edifecs’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Contact Us
Please contact us at support@edifecs.com with any questions regarding these Terms.