We are pleased to provide you with access to EDJX, Inc.’s edge infrastructure that enables applications and sensors at the Edge with faster speed, less complexity, and high performance. We built EDJX’s multi-tenant, self-healing mesh compute, storage, and sensor hosting platform using an entirely new peer-to-peer architecture which addresses scale issues associated with the edge.
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY OF THE SERVICES DESCRIBED BELOW, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
We reserve the right to amend these Terms at any time and without notice, which will be reflected in the “Last Updated” line set forth below. We encourage you to regularly check back on this page to ensure you are up to date with any changes. If you object to any changes, you may close your account. Your continued use of the Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated Terms.
In these Terms, unless otherwise stated or unless the context otherwise requires, each capitalized term will have the following meanings:
- “EDJX Content” means the Platform and all information, materials and content provided on or displayed through the Services, including without limitation applications, data, software, text, articles, images, photographs, graphics, designs, features, and other materials that are available on or through the Services or otherwise available from EDJX, excluding Subscriber Content. For clarity, neither EDJX Content (nor the Services) includes any services of Subscribers or their contractors, agents or representatives in providing Subscriber Content.
- “Subscriber Content” means all data, information and other material of Subscriber and its Users that is submitted, uploaded, posted, or otherwise transmitted to EDJX systems hosting the Platform in connection with these Terms.
- “User” means those individuals or entities designated by Subscriber who are authorized by Subscriber to access and use the Subscriber Content hosted on the Platform in accordance with the terms hereof.
B. ACCOUNT TERMS
We have a few simple rules for EDJX accounts:
B.1.2 You must be a human to create an account. Accounts registered by "bots" or other automated methods are not permitted. We do permit machine accounts: A machine account is an account set up by an individual human who accepts the Terms on behalf of the account, provides a valid email address, and is responsible for its actions. A machine account is used exclusively for performing automated tasks. Multiple users may direct the actions of a machine account but the owner of the account is ultimately responsible for the machine's actions. You may maintain no more than one free machine account in addition to your free personal account.
B.1.3 One person or legal entity may maintain no more than one free account (choosing to control a machine account as well is fine but it can only be used for running a machine).
B.1.4 THE SERVICES ARE NOT INTENDED FOR CHILDREN UNDER 16, and persons under the age of 16 are prohibited from registering with or using the Services. You represent and warrant that you are more than 18 years of age or, if you are at least 16 and below 18 years of age, you are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to abide by and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
B.1.5 Your login may only be used by one person; i.e. a single login may not be shared by multiple people. A paid organization account may create separate logins for as many users as its subscription allows.
B.2 User Account Security
B.2.1 You are responsible for keeping your EDJX account secure. You are responsible for maintaining the security of your login ID and password. EDJX cannot and will not be liable for any loss or damage from your failure to comply with this obligation.
B.2.2 You will promptly notify EDJX if you become aware of any unauthorized use of, or access to, the Services through your account, including any unauthorized use of your password or account.
C. EDJX OBLIGATIONS
C.1 Services. EDJX will make the EDJX Content and related Services available to you once you have subscribed to the Platform (“Subscriber”) subject to these Terms, and according to one or more online or written ordering documents which we provide during the registration process (“Order Form”).
C.2 Documentation. EDJX will make online documentation available to Subscribers at https://docs.edjx.io (the “Documentation”) which may include: (a) features, functionality, and performance of the Platform; (b) administrative, physical, and technical safeguards for protection of the security and integrity of the platform; (c) certifications and compliance programs applicable to EDJX; and (d) any terms provided in connection with technology or third party services incorporated into the Services.
C.3 Compliance with Laws. EDJX shall use commercially reasonable efforts to comply in all material respects with all laws and governmental regulations which apply to EDJX’s activities hereunder.
C.4 Personnel and Performance. EDJX will be responsible for the performance of its personnel (including its own employees and contractors) and their compliance with these Terms.
C.5 Protection of Subscriber Content. EDJX will take commercially reasonable steps to employ administrative, physical, and technical safeguards for protection of the security and integrity of Subscriber Content consistent with industry standards. Such safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Subscriber Content except to provide the Services and prevent technical problems.
C.6 Technical Support. EDJX will provide technical support for paid subscribers during EDJX’s normal business hours as identified in the Order Form.
D. YOUR OBLIGATIONS
D.1 Your Responsibilities. You (a) are responsible for your and your users’ compliance with these Terms, (b) will ensure the accuracy, quality and legality of Subscriber Content and the means by which Subscriber Content was acquired, (c) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify EDJX promptly of any unauthorized access or use, (d) will use the Services only in accordance with the documentation provided by EDJX and applicable laws including, privacy laws, intellectual property laws, anti-spam laws, export control laws, and government regulatory requirements, and (e) will use your real name on your profile.
D.3 Sensitive Data. In addition, you agree that Subscriber Content will not contain any financial account identifiers (e.g. credit card numbers or bank account numbers), government issued identifiers (e.g. social security or driver’s license numbers) or other types of sensitive data that is subject to specific or elevated data protection requirements such as the Gramm-Leach-Bliley Act or HIPAA, without the prior written consent of EDJX, and we shall have no liability under these Terms for Subscriber Content included such data without our prior written consent.
D.4 Use Restrictions
You will not:
- Use the Services in an unlawful or unprofessional manner, including being dishonest, abusive or discriminatory;
- Create application(s) on the Services or otherwise use the Services in a manner that:
- discloses or releases information that you do not have the consent to disclose or release (such as confidential information of others (including your employer));
- infringe upon any rights of any third party including but not limited to any intellectual property rights, privacy rights, and rights of publicity;
- are harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, airing personal grievances or disputes, sexually explicative or obscene, or otherwise inappropriate or objectionable;
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness;
- may create a risk of any other loss or damage to any person or property;
- may constitute or contribute to a crime or tort;
- contain or execute any content that is illegal;
- contain any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
- contains any information or content that is not correct or current. You agree, represent, and warrant that you have the right to build, create, or execute your application and all Subscriber Content and that it will not violate third-party rights of any kind, including without limitation any intellectual property, rights of publicity, and privacy rights.
- Copy, use, disclose or distribute any EDJX Content, whether directly or through third parties (such as search engines), without the consent of EDJX, except for the sharing of EDJX Content made specifically available for sharing through the Platform;
- Violate any applicable laws in your jurisdiction, including patent, copyright or trademark laws, trade secrets, export control laws, or other proprietary rights;
- Violate the intellectual property or other rights of EDJX;
- Build, create or execute anything that contains software viruses, worms, or any other harmful code;
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology;
- Attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
- Take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
- Upload invalid data, viruses, worms, or other software agents through the Services;
- Create a false identity, impersonate another person or otherwise misrepresenting who you are or your affiliation with a person or entity;
- Create a user profile for anyone other than yourself;
- Use or attempt to use another’s account, restrict or inhibit any user from enjoying the Services;
- Interfere with the proper working of the Services;
- Use the Services to generate pyramid schemes spam, advertising, junk mail, chain letters or similar content or message;
- Bypass the measures we may use to prevent or restrict access to the Services;
- Override any security feature of the Services;
- Interfere with the operation of, or place an unreasonable load on, the Services (such as, spam, denial of service attack, or viruses);
- Use or launch any automated system, including without limits, “robots,” “spiders,” “offline readers,” etc. that accesses the Services in a manner that sends more request messages to the EDJX servers than a human can reasonably produce in the same period of time by conventional methods;
- Collect or harvest any personally identifiable information including user or account names without appropriate consent or permissions;
- Solicit contact information or other personal information from users you do not know, without authorization;
- Sell, rent, lease, loan, trade, sell/re-sell access or otherwise monetize the Services or related data;
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
- Monitor the Services’ availability, performance, any benchmarking or functionality for any competitive purpose;
- Engage in “framing,” “mirroring,” or otherwise simulating the Services’ appearance or function;
- Overlaying or otherwise modifying the Services or their appearance;
- Use the Services for tasks that it is not intended for; or
- Otherwise violate the legal rights (such as rights of privacy and publicity) of others.
D.5 User Compliance
You are responsible for making sure that your use of the Services is in compliance with laws and any applicable regulations. If you are located outside of the United States, you further agree to comply with your own local laws regarding online conduct and acceptable content.
D.5.2. Integration with Non-EDJX applications
The Platform may contain features designed to interoperate with non-EDJX applications. To use such features, you may be required to obtain access to non-EDJX applications from their providers, and may be required to grant EDJX access to user account(s) on the non-EDJX applications. If the provider of a non-EDJX application ceases to make the non-EDJX application available for interoperation with the corresponding platform features on reasonable terms, EDJX may cease providing those features without entitling user to any refund, credit, or other compensation.
E.1 License to Services
Once you are a Subscriber, EDJX hereby grants to you a limited, revocable, non-exclusive, non-sublicenseable and non-transferable license, under EDJX intellectual property rights, to access and use the EDJX Content hosted on the Services and provided to you pursuant to the applicable Order Form, only as set forth in these Terms. You may access and use the Documentation only in conjunction with the foregoing license.
E.2 Software. All software and software-as-a-service (SAAS) used in connection with the Services (“Software”) is proprietary to us or to third parties, and except as may be required to exercise the foregoing license grant, and any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or reduction of such software to human-readable form is prohibited. You agree that we may update the Software without notice, at any time and in our sole discretion, and that these Terms will apply to any updated versions. Except as expressly permitted in these Terms, you may not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any portion of the Services for any purpose without express prior written permission from us or the applicable rights holder. Any commercial exploitation of the Services without express prior written permission from us or the applicable rights holder is strictly prohibited.
If you submit or otherwise provide us any communications, content or material, including, without limitation, any personal or commercial information, idea, concept or invention, you hereby irrevocably grant to us an unrestricted, worldwide, perpetual, sublicensable (through multiple tiers), royalty-free license to use, reproduce, display publicly, perform, publish, transmit, distribute and otherwise exploit such materials in any medium and for any purpose, and you further agree that we are free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to us in accordance with the foregoing license grant. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding materials, ideas, concepts or know-how provided to us that you may have under any applicable law under any legal theory. You agree that you will not submit to EDJX any information or ideas that you consider to be confidential or proprietary.
F. SUBSCRIBER CONTENT
F.1 Ownership of Subscriber Content
As a Subscriber, you retain ownership of and responsibility for Subscriber Content you create, own, or otherwise make available on the Platform.
F.2 Responsibility for Subscriber Content
As a Subscriber, you may create, upload, provide, publish, display, or otherwise make Subscriber Content available on or through the Platform. You are solely responsible for the content of, and for any harm resulting from, any content that you upload, link to or otherwise make available on or through the Platform, regardless of the form of that content. We are not responsible for any public display or misuse of any content by you.
F.3 Subscriber Content License
F.4 Third-Party Licenses
If you use anything you did not create yourself or do not own the rights to content, you agree that you are responsible for such content; that you will only submit content that you have the right to post; and that you will fully comply with any third-party licenses relating to any such content.
F.5 Contributions Under Project License
Whenever you make a contribution to a project containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede.
F.6 Content Removal
You may request that we delete Subscriber Content you submit or make available for inclusion on the Services in our possession at any time by providing such a request in writing to firstname.lastname@example.org, and subject to the remaining terms of this Section F.6, we will comply with such request within thirty (30) days, except that EDJX shall not be required to delete Subscriber Content (a) to the extent it has been shared with others as part of the Services and they copied, re-shared it or stored it, (b) for the reasonable time it takes to remove from backup and other systems, or (c) if prohibited by law. EDJX is not required to delete data that has been derived from content if such data is de-identified and/or anonymized such that it cannot reasonably identify a specific individual.
F.7 Content Conduit
You agree that EDJX is an infrastructure provider. EDJX is not responsible for policing the Platform or any user or Subscriber Content. EDJX does not and will not have any obligation to review users or Subscriber Content, and therefore we do not guarantee the accuracy, integrity, or quality of a user or Subscriber Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable user or Subscriber Content will not appear on the Platform. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any user or Subscriber Content that you send, upload, download, stream, transmit, display, or otherwise make available or access through your use of the Platform, is solely your responsibility. EDJX is not responsible for any public display or misuse of Subscriber Content. We do, however, to the extent permitted by law, reserve the right to review any or all Subscriber Content in our sole discretion and reserve the right to remove any User or Subscriber Content, in whole or in part. UNDER NO CIRCUMSTANCES WILL EDJX BE LIABLE IN ANY WAY FOR ANY SUBSCRIBER CONTENT POSTED ON OR MADE AVAILABLE BY YOU OR ANY OTHER USER.
G INTELLECTUAL PROPERTY NOTICE
G.1 EDJX's Rights to Content
EDJX and its licensors, vendors, agents, and/or content providers retain ownership of all intellectual property rights of any kind related to the Services and all EDJX Content. EDJX reserves all rights that are not expressly granted to you under these Terms or by law.
G.2 Reservation of Rights
You shall not: (i) create derivative works based on the Services, (ii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own applications or otherwise for your own internal business purposes, (iii) copy, frame or mirror any part or content of licensors, vendors, agents, and/or content providers, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product, or (b) copy any features, functions or graphics of the Services. You shall not: (i) permit any third party to access the Services or (ii) frame or mirror any third-party content of the Services, other than copying or framing on your own applications or otherwise for your own internal business purposes.
G.4 Open-Source Software
The Platform may include or use open-source software components and or you may utilize additional open-source software components from the Platform, each of which is licensed to you under its own applicable license terms and conditions, which can be found in the license file or the corresponding source files for such software component. You acknowledge that your own distribution or deployment of instances containing or linking to the Platform including the open-source components, or any other open-source software, may trigger open-source license requirements for which you are responsible. Nothing in this Agreement limits your rights that supersede the terms of any applicable open-source software license for the applicable open-source components. You are solely responsible for complying with open-source license requirements.
H. PRICING AND PAYMENT
EDJX’s pricing and payment terms complete with the volume and user limits are specified on our website at https://www.edjx.io/pricing/.
Payment for the Services will be in accordance with the terms that you have agreed to upon registration. Unless otherwise specified in the registration form, you shall pay all fees, as described on the registration form for the applicable Services, via credit card at the time of signup, in which case your credit card will be billed immediately. If the fees are recurring over designated time periods stated in the registration form, then payment is due prior to the start of each subscription period, and to the extent you pay automatically by credit card, the credit card on file will be charged at the start of each pay period. You shall make all payments hereunder in US dollars to the account designated by EDJX. If you fail to make any payment when due then, EDJX may terminate your access to the Services and without liability or notice to you.
H.2 Trial Accounts. Unpaid trial and developer accounts are made available for Subscribers to test the functionality of the Services without incurring payment obligations (“Trial Accounts”). Once a Subscriber’s use of a Trial Account exceeds an equivalent of US$100 in total usage charges as determined by the rates set forth on https://www.edjx.io/pricing, EDJX may suspend the Trial Account unless Subscriber converts its Trial Account to a paid account. Additional terms and conditions presented to Subscriber in connection with the registration for a Trial Account shall be binding on Subscriber. Subscribers should review the Terms thoroughly before executing payment for Services. ALL TRIAL ACCOUNTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. TRIAL ACCOUNTS MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). EDJX DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A TRIAL ACCOUNT, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER CONTENT AND ANY DISRUPTION TO SUBSCRIBER’S OR THIRD-PARTY SERVICES CONFIGURED TO WORK WITH THE TRIAL ACCOUNT. ANY CONFIGURATIONS OR SUBSCRIBER CONTENT ENTERED INTO A TRIAL ACCOUNT, AND ANY CUSTOMIZATIONS MADE TO A TRIAL ACCOUNT BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE TRIAL ACCOUNT IS SUSPENDED, TERMINATED, OR DISCONTINUED. EDJX’S INDEMNITY OBLIGATIONS, IF ANY, DO NOT APPLY TO TRIAL ACCOUNTS.
When you agree to a usage level, that will remain your level for the duration of your use of the Platform. However, prices may be subject to change from time to time. In the event of a pricing change you will be notified prior to the end of the usage term and will have the option to cancel the Services at the end of the usage term and not continue for another term at the higher rate.
H.4 Upgrades and Downgrades
When EDJX will immediately bill you when you upgrade from the free plan to a paying plan.
H.4.1 If you upgrade to a higher level of service, EDJX will bill you for the upgraded plan immediately and issue you a new invoice for the balance of your then current paid term.
H4.2 If you choose to downgrade your account, you may lose access to content, features, or capacity of your account.
H.5. Payment Schedule; No Refunds
Payment for use of the Platform is required monthly in advance. Credits for partial months, downgrade refunds will be applied to the following month’s Invoice. Use of the Platform will remain active for the length of the paid billing period.
H.5.1 For the purpose of treating everyone equally, no exceptions will be made.
By agreeing to these Terms, you are giving EDJX permission to charge your credit card, PayPal account, or other approved methods of payment for fees that you authorize for EDJX. Free accounts are not required to provide payment information.
To the extent you pay with a credit card, PayPal account, or other approved methods of automatic payment, you will be billed at signup. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) YOUR SUBSCRIPTION WILL AUTO-RENEW FOR ANOTHER TERM OF THE SAME LENGTH AS THE INITIAL TERM AT THE APPLICABLE TIER LEVEL, (B) EDJX (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU FOR YOUR SELECTED SUBSCRIPTION, IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES, FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (C) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR EDJX SUSPENDS OR STOPS PROVIDING ACCESS TO THE SERVICES OR SUBSCRIPTION IN ACCORDANCE WITH THESE TERMS. YOU MAY CANCEL YOUR SUBSCRIPTION ELECTRONICALLY WITHIN YOUR ACCOUNT INTERFACE IN THE SERVICES. IF YOU CANCEL BEFORE THE EXPIRATION DATE OF YOUR CURRENT SUBSCRIPTION, YOU WILL NOT BE ENTITLED TO A REFUND OF ANY AMOUNTS THAT YOU HAVE ALREADY PAID, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
H.7. Responsibility for Payment
Users are responsible for all fees, including taxes, associated with your use of the Platform. By using the Platform, you agree to pay EDJX any charge incurred in connection with your use of the Platform.
EDJX may, without limiting EDJX’s other rights and remedies, suspend your access and use of the Platform until the usage period is paid in-full. EDJX will provide no more than five (5) days’ leeway for an unpaid account before suspending Platform access.
H.8.1 Dispute. If you dispute a matter, contact EDJX Support at email@example.com. EDJX will not exercise any rights to suspend Platform usage, accelerate payments, impose late charges or change payment terms with respect to the usage terms as long as: (i) Subscriber is disputing the amount in good faith; and (ii) Subscriber continues to pay for Platform usage during the period of the dispute. The parties shall cooperate diligently to resolve the dispute.
H.8.2 Refund. If a Dispute is resolved in favor of you, EDJX will either refund the difference the amount disputed or issue a credit for go-forward use of the Platform.
H.9 Method. You are responsible for providing EDJX with a valid means of payment for paid accounts.
User agrees that your subscription to the Platform is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by EDJX regarding future functionality or features.
I. TERM, CANCELLATION AND TERMINATION
These Terms will remain in effect while you use the Services, subject to the provisions below.
I.2Termination. Upon termination of your rights under these Terms, your account and right to access and use the Services will terminate immediately. You understand that any termination of your account may involve deletion of any content, information or materials associated with your account from our databases. EDJX may, at its sole discretion, permit continued, limited access for users of the account for a limited time after the conclusion of the term. If an accountholder or any of its users wishes to save or maintain any data, it is the accountholder and its user’s sole obligation to download such data before the conclusion of the term. Once the term of an account ends, EDJX may delete data relating to an account in accordance with these Terms. Please note, content you create and share on the Platform may remain on the Platform and be accessible even if you deactivate or terminate your account.
It is your responsibility to properly cancel your account with EDJX. You may cancel your account at any time by sending an email to firstname.lastname@example.org and requesting cancellation of the account.
I.3 Termination. EDJX has the right to suspend or terminate your access to all or any part of the Platform at any time, with or without cause, with or without notice, effective immediately. You agree that EDJX shall not be liable to you or to any third party for any modification, suspension or temporary discontinuance of the Services. EDJX reserves the right to refuse service to anyone for any reason at any time.
I.4 Survival. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections D.4, E.3, G, J through N.
I.5 Account Information and Deletion
EDJX will retain and use your information as necessary to comply with its legal obligations, resolve disputes, and enforce its agreements. Barring legal requirements, the full profile and your Subscriber Content will be deleted within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information cannot be recovered once your account is cancelled.
I.6 Subscriber Content. Upon request, we will make a reasonable effort to provide an account owner with a copy of your lawful, non-infringing account contents after account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.
J. REPRESENTATIONS, WARRANTIES & DISCLAIMERS
Each party represents that it has validly entered into these Terms and has the legal power to do so.
J.2 No Warranty
EDJX provides the Services “as is” and “as available,” basis without warranty of any kind, whether express, implied or statutory, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. EDJX does not warrant that any content is accurate, reliable, or correct.
J.3 Usage. Use of the Services is at your own risk and EDJX is not responsible for any errors that result in damage to Subscriber Content, your computer system, or your loss of data that results from the use of the Services. EDJX does not warrant that the Services will meet your requirements or will be uninterrupted, timely, secure, or error-free; that the information provided through the Services is accurate, reliable or correct; that any defects or errors will be corrected; that the Services will be available at any particular time or location; or that the Services are free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Services.
J.4 No advice or information, whether oral or written, obtained by you from EDJX or through or from the Services shall create any warranty not expressly stated in this Agreement.
NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THE SERVICES AND ANY PRODUCTS USED OR PROVIDED TO YOU FOR USE TO PERFORM THE SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR PERFORMANCE OR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THE SERVICES ARE NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, WEAPONS SYSTEMS, LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EDJX OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
K.1 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EDJX, ITS SUBSIDIARIES, AFFIILIATES, OR THEIR LICENSORS, SERVICES PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT SHALL EDJX OR ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, LICENSORS, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR THIRD-PARTY PARTNERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR IF EDJX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
K.2 Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
K.3 Force Majeure
In no event shall we be liable to you, or be deemed to have breached these Terms, for any failure or delay in performing our obligations under these Terms if and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo or blackout.
EDJX is not liable for any consequences of a security default (hardware or software) of the terminal (e.g. computer, laptop, tablet, cell phone, etc.) used by you or Users to access the Platform.
L.1 To the fullest extent permitted by applicable law, you agree to defend, hold harmless and indemnify EDJX, its subsidiaries, affiliates, business partners, licensors, service providers, and clients, and their respective officers, employees, agents and representatives from and against any claims, liabilities, costs or damages, including reasonable attorneys’ fees and paralegal fees through final appeals, made by any third party, relating to or arising from your use of the Services, any content, information, or materials that you transmit to or through the Services, any violation of these Terms by you, or any other act or omission by you, including (i) your violation of any rights of another arising from your use of the Services, (ii) your violation of these Terms, (iii) your violation of any applicable law or the rights of another person or entity, (iv) your willful misconduct, or (v) any other party’s access and use of the Services with your unique username, password, or other appropriate security code. You further agree that EDJX shall have control of the defense or settlement of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in an enforceable written agreement between you and EDJX.
M. COMMUNICATIONS WITH EDJX
M.1 Electronic Communication Required
The communications between you and EDJX use electronic means, whether you use the Services or send us emails, or whether EDJX posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from EDJX in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that EDJX provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
M.2 Governing Law
EDJX operates the Services from North Carolina, U.S.A. These Terms and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of North Carolina, U.S.A., including its statutes of limitation but without reference to conflict or choice of law provisions that would result in the application of the laws of any other jurisdiction. The exclusive forum for the resolution of any dispute relating to these Terms shall be in the state courts sitting in Wake County, North Carolina, U.S.A., or, if it has jurisdiction, the United States District Court for the Eastern District of North Carolina, and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms and agree to service of process on you by e-mail to the address you have submitted on the Services, if any, and by any other means permitted by law.
M.3 Legal Notice to EDJX Must Be in Writing
Communications made through email will not constitute legal notice to EDJX or any of its officers, employees, agents or representatives in any situation where notice to EDJX is required by contract or any law or regulation. Legal notice to EDJX must be in writing and served at:
Attn: Legal Department
8601 Six Forks Road, Suite 400
Raleigh, NC 27615
N.1 United States Only
The Services are hosted in the United States and is provided for use only by persons located in the United States. All matters relating to the Services are governed exclusively by the laws of the State of North Carolina in the United States of America and not the jurisdiction in which you are located. If you are located outside of the United States and you contact us, please be advised that any information you provide to us will be transferred to the United States and that by submitting information, you explicitly authorize such transfer. We make no claim that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable local laws.
N.2 Export Compliance
The Services other technology EDJX makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. In this case, each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Services or Subscriber Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
N.3 Entire Agreement and Order of Precedence
These Terms constitute the entire agreement between you and us regarding the use of the Services and supersedes any and all prior understandings and agreements between us respecting such subject matter, except that if you or your company have executed a separate written agreement with us governing your use of the Services, then such agreement shall control to the extent that any provision of these Terms conflicts with the terms of such agreement. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without EDJX’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. EDJX may freely assign these Terms, and in such case, these Terms shall be binding upon assignees.
Relationship of the Parties
These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between EDJX and you.
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
N.6 Manner of Giving Notice
Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the third business day after overnight, two-day or certified mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or a claim for indemnification).
N.7 Product Reference and Publicity Rights
You agree, upon request and with reasonable notice from EDJX, to act in the capacity of a reference, discussing the Platform utilized and received by you, with potential EDJX’s resellers or business partners (the “Product Reference”). Notwithstanding this Product Reference you grant EDJX the right to include your name and or company name and logo as a user and or customer in product promotional material. Further You hereby grant to EDJX a nontransferable, nonexclusive license to use your trademark to advertise that You are using the Platform. You can deny EDJX this right at any time by submitting a written request via email to email@example.com, requesting to be excluded from product promotional material.
N.8 Amendments; Complete Agreement
This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement, appendices and attachments. EDJX reserves the right to change this Agreement at any time, which change shall be effective as of the effective date for the terms and conditions of this Agreement as shown at the top of this Agreement (the “Change Effective Date”). Your continued use of the Platform after the Change Effective Date constitutes Your acceptance of such changes. This Agreement may not be otherwise amended without EDJX's prior written agreement. You agree to periodically review the terms and conditions of this Agreement as updated from time to time on EDJX’s website.
O. Claims of Copyright Infringement
If you believe that any content or materials on the Services unlawfully infringes the copyrights in a work that you own or control and wish to have the allegedly infringing material removed, the following information in the form of a written notification must be provided to our Designated Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our Services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
If you believe that your content should not have been removed for alleged copyright infringement, the following information in the form of a written notification must be provided to our Designated Agent.
- your physical or electronic signature;
- identification of the copyrighted material that was removed or disabled;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address; and
- a statement from you under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of a mistake or misidentification.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Notification of copyright infringement should be sent by mail or email to:
8601 Six Forks Roads, Suite 400
Raleigh, NC 27615
Last Updated: September 21, 2022