WELCOME TO EDJX, INC.’S (“EDJX”) GLOBAL EDGE INFRASTRUCTURE (THE “PLATFORM” OR “SERVICE”) WHICH SOLVES THE SCALE ISSUES ASSOCIATED WITH THE EDGE. PLEASE READ THESE TERMS OF SERVICE (THE “TERMS”) CAREFULLY. THESE TERMS ARE A BINDING CONTRACT FOR THE USE OF EDJX’S PLATFORM AND SERVICES. BY ACCESSING OR USING EDJX’S PLATFORM SERVICES, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) 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 EDJX’S SERVICES.
In this agreement, unless otherwise stated or unless the context otherwise requires, each capitalized term will have the following meanings:
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
- “Documentation” means all of the Terms and associated documents relating to using EDJX’s Platform and Services. `
- “Content” refers to content featured or displayed through the EDJX Platform, including without limitation applications, data, software, text, articles, images, photographs, graphics, designs, features, and other materials that are available on the EDJX Platform or otherwise available from EDJX. “Your Platform Content” is Content that you create or own and then post to, or otherwise make available on the EDJX Platform. Your Platform Content would include, but is not limited to, any open source code of the User that User may elect to use in conjunction with the Platform or any output of any User program using a runtime built on the Platform as part of the Service. Your Platform Content should not include any proprietary source code that User wishes to keep confidential. “Third Party Content” is Content that You did not create or do not own and then post to, or otherwise make available on, the Service, including the EDJX Platform.
- “EDJX,” “We,” and “Us” refer to EDJX, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
- “Platform” refers to EDJX’s Platform located at www.edjx.io and all content, services, applications, software, products, and any services provided by EDJX at or through the EDJX Platform. It also refers to EDJX-owned subdomains of edjx.io. Occasionally, websites and or products owned by EDJX may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
- “Subscription” means any act of subscription by User to free or purchased usage of the Platform.
- “Third-Party Content” includes computer code, programs, applications, plug-ins or other software modifications, created by programmers, publishers, or companies independent of EDJX, EDJX’s Platform and the User, that adds to existing User Content being created or used on the Platform.
- The “Subscriber”, “User”, “You,” and “Your” refer to a legal entity, company, organization Affiliate of that company or entity, or an individual who is authorized to use the Platform and has supplied a user identification and password the individual person that accesses or uses any part of the Platform; or that directs the use of the account in the performance of its functions. Users may include, for example, User employees, consultants, contractors and agents, and third parties with which User transact business.
- “User Data” means all information and data collected by the EDJX Platform or otherwise transmitted by the EDJX Platform to EDJX and or by other EDJX products, including any data, metadata, metrics, statistics, or other information relating to the performance, operations, resource, health, or other conditions of the EDJX Platform and or resulting language distributions created by the EDJX Platform, any component thereof (including third party components), and any related infrastructure, such as network host names, IP addresses, interpreter used, and system architecture, which includes filenames, full path, file size, and content hash. For greater certainty: (a) User Data typically includes, but is not limited to, User name, User email address, User IP address, and the date and time of User’s access to the Platform; and (b) User Data shall not include any proprietary source code of the User that User may elect to use in conjunction with the Platform or any output of any User program using a runtime built on the Platform as part of the Service.
B. ACCOUNT TERMS
B.1 Account Requirements
We have a few simple rules for accounts use of the EDJX Platform:
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 You must be age 13 or older. While we are thrilled to see brilliant young coders get excited by learning to program, we must comply with United States and Canadian law. EDJX does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s account immediately. If you are a resident of a country outside the United States or Canada, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
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 The number of Users must not exceed the number of accounts you have.
B.3 User Account Security
B.3.1 You are responsible for keeping your account secure while you use our Platform. 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 security obligation.
B.3.2 You will promptly notify EDJX if you become aware of any unauthorized use of, or access to, our Service through your account, including any unauthorized use of your password or account.
C. EDJX OBLIGATIONS
C.1 Services. EDJX will make the Services available to Subscriber according to one or more online or written ordering documents which incorporate the Agreement.
C.2 Documentation. EDJX will make online documentation available at https://docs.edjx.io (the “Documentation”) that describes, for each of the: (a) features, functionality, and performance of the Platform; (b) Services’ administrative, physical, and technical safeguards for protection of the security and integrity of the platform (the “Security Measures”); (c) service level agreements (each an “SLA”) applicable to the Platform; (d) certifications and compliance programs applicable to the Services; and (e) any terms provided in connection with technology or third party services incorporated into the Services.
C.3 Compliance with Laws EDJX shall comply with all laws and governmental regulations applicable to the Platform and Services.
C.4 Personnel and Performance. EDJX will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement.
C.5 Protection of User Data. EDJX will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data consistent with industry standards. Such safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of User Data by EDJX personnel except to provide the Platform purchased by User and prevent technical problems. EDJX will be responsible for the performance of EDJX personnel (employees and contractors) and their compliance with EDJX obligations under this Agreement, except as otherwise specified herein.
D. USER OBLIGATIONS
D.1 User Responsibilities. User will (a) be responsible for User’s compliance with this Agreement, (b) ensure the accuracy, quality and legality of User Data and the means by which User acquired User Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify EDJX promptly of any unauthorized access or use, (d) use the Platform only in accordance with the Documentation and applicable laws including, privacy laws, intellectual property laws, anti-spam laws, export control laws, and government regulatory requirements, and (e) use your real name on Your profile.
D.2 User Restrictions
You will not:
a. Act in or use the Platform in an unlawful or unprofessional manner, including being dishonest, abusive or discriminatory;
b. Create application(s) 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 User Data and it will not violate third-party rights of any kind, including without limitation any intellectual property, rights of publicity, and privacy rights.
c. Copy, use, disclose or distribute any information obtained from the Platform, whether directly or through third parties (such as search engines), without the consent of EDJX, except for the sharing of EDJX or User Content made specifically available for sharing through the Platform;
d. Violate any applicable laws in your jurisdiction, including patent, copyright or trademark laws, trade secrets, export control laws, or other proprietary rights;
e. Violate the intellectual property or other rights of EDJX;
f. Build create or execute anything that contains software viruses, worms, or any other harmful code;
g. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology;
h. Attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform;
i. Take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
j. Upload invalid data, viruses, worms, or other software agents through the Platform;
k. Create a false identity, impersonate another person or otherwise misrepresenting who you are or your affiliation with a person or entity;
l. Create a User profile for anyone other than yourself;
m. Use or attempt to use another’s account, restrict or inhibit any user from enjoying the Platform;
n. Interfere with the proper working of the Platform;
o. Use the Platform to generate pyramid schemes spam, advertising, junk mail, chain letters or similar content or message;
p. Bypass the measures we may use to prevent or restrict access to the Platform;
q. Override any security feature of the Platform;
r. Interfere with the operation of, or place an unreasonable load on, the Platform (such as, spam, denial of service attack, or viruses);
s. Use or launch any automated system, including without limits, “robots,” “spiders,” “offline readers,” etc. that accesses the Platform 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;
t. Collect or harvest any personally identifiable information including user or account names;
u. Solicit contact information or other personal information from Users you do not know, without authorization;
v. Sell, rent, lease, loan, trade, sell/re-sell access or otherwise monetize the Platform or related data;
w. Remove any copyright, trademark or other proprietary rights notices contained in or on the Platform;
x. Monitor the Platform’s availability, performance, any benchmarking or functionality for any competitive purpose;
y. Engage in “framing,” “mirroring,” or otherwise simulating the Platform’s appearance or function;
z. Overlaying or otherwise modifying the Platform or their appearance;
aa. Use the Platform for tasks that it is not intended for; or
bb. otherwise violate the legal rights (such as rights of privacy and publicity) of others;
D.3 User Compliance
You are responsible for making sure that your use of the Platform 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.3.2. Integration with Non-EDJX applications
The Platform may contain features designed to interoperate with Non-EDJX applications. To use such features, User 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 by EDJX to Use Content
EDJX grants to User a worldwide, limited-term license, under EDJX applicable intellectual property rights and licenses, to use Content acquired by User pursuant to Order Forms, subject to those Order Forms, this Agreement and associated Documentation.
E.2 License by User to Host User Data
User grants EDJX a worldwide, limited-term license to host, copy, transmit and display User Data, as necessary for EDJX to provide the Platform to User in accordance with this Agreement. Subject to the limited licenses granted herein, EDJX acquires no right, title or interest from User or User licensors under this Agreement in or to User Data. As such, EDJX assumes no responsibility, nor any liability whatsoever should the User Data infringe or violate the intellectual proprietary rights of any third party.
E.3 License by User to Use Feedback
User grants to EDJX a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by User or Users relating to the operation of the Platform.
F. CONTENT AND DATA
F.1 Responsibility for User Content
You may create, upload, provide, publish, display, or otherwise make content available via the Platform. You are solely responsible for the Content that you make available via the Platform. Your Content and or Third-Party Content while using 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 via the Platform, regardless of the form of that Content. We are not responsible for any public display or misuse of Content by You via the Platform.
F.2 User Ownership of Content and License Grants
You retain ownership of and responsibility for Your Content you create, own, or otherwise make available on the EDJX Platform. We need the legal right to do things like host Your Platform Content and share it. You grant us and our legal successors the right to store, parse, and display Your Platform Content, and make incidental copies as necessary to render usage of it on the EDJX Platform. This includes the right to do things like replicate it to multiple nodes on our Platform, parse it into a search index or otherwise analyze it on our servers, and share it with users.
F.2.1 Third-Party Licenses
If you use anything you did not create yourself or do not own the rights to Third-Party Content, you agree that you are responsible for any Third-Party Content you place on the Platform; that you will only submit Third-Party Content that you have the right to post; and that you will fully comply with any third party licenses relating to Third-Party Content you use.
F.2.2 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.3 Content Removal
F.4 Content Conduit
You agree that we are acting behalf of the EDJX and only acting as a passive conduit for your Content and other Users’ User Content. EDJX is not responsible for policing the Platform or any User or User Content. EDJX does not and will not have any obligation to review User or User Content, and therefore we do not guarantee the accuracy, integrity, or quality of a User or User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User or User Content will not appear on our 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 User 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 your User Content. We do, however, to the extent permitted by law, reserve the right to review any or all User Content in our sole discretion and reserve the right to remove any User or User Content, in whole or in part. UNDER NO CIRCUMSTANCES WILL EDJX BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH A SITE BY YOU OR ANY OTHER USER.
F.5 User Data
You acknowledge, agree, and expressly consent to EDJX’s collection of Your User Data through the Platform. EDJX does not claim ownership of any User Data. You hereby grant to EDJX and its sublicensees a royalty-free, perpetual, irrevocable, transferable, worldwide non-exclusive right to reproduce, analyze, review, process, diagnose, or otherwise use the User Data (in whole or in part) for the purpose of supporting, maintaining, and providing the EDJX Platform, the maintenance and support, if any, and any related services provided by EDJX relating to the EDJX Platform (the “User Data License”). EDJX will not disclose the User Data to any third parties, except that EDJX may provide Your User Data to third parties providing services relating to the EDJX Platform to EDJX (which will protect the User Data on terms and conditions that are commensurate in scope with this Agreement). In addition, You acknowledge and agree that EDJX has the right to (i) publicly disclose, in any manner whatsoever, User Data that have been anonymized; and (ii) review or analyze the User Data and publicly disclose any results of such review or analysis, including in the form of reports, marketing materials, or otherwise, provided You will not be identified in such publicly disclosed materials
G.2 Misuse of EDJX Users’ personal information is prohibited.
H INTELLECTUAL PROPERTY NOTICE
H.1 EDJX’s Rights to Content
H.2 Reservation of Rights
Subject to the limited rights expressly granted hereunder, EDJX and EDJX licensors reserve all of EDJX/their right, title and interest in and to the Platform and Content, including all of EDJX/their related intellectual property rights. For clarity this includes the EDJX Platform and all the Services and Documentation offered on the Platform, EDJX trademarks and copyrights, EDJX licensors’ trademarks and copyrights, EDJX licensors’ operating system licenses or other software used to run the Platform such as database management systems, storage systems, backup and safety devices and equipment. No rights are granted to User hereunder other than as expressly set forth herein.
You shall not: (i) create derivative works based on the EDJX Platform, (ii) copy, frame or mirror any part or content of the EDJX Platform, 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 EDJX Platform, or (v) access the EDJX Platform in order to (a) build a competitive product, or (b) copy any features, functions or graphics of the EDJX Platform. You shall not: (i) permit any third party to access the EDJX Platform or (ii) frame or mirror any third-party content of the EDJX Platform,other than copying or framing on Your own applications or otherwise for Your own internal business purposes.
H.4 Ownership of User Data.
As between EDJX and You, You exclusively own all right, title and interest in and to all of Your User Data. You will be solely responsible for the accuracy, quality, integrity and legality of Your User Data and of the means by which You acquired User Data.
H.5. Trademarks and Logos
Any trademarks, logos and EDJX marks displayed on the EDJX sites are the property of their owners, whether EDJX or third parties. You are prohibited from using any of the marks or logos appearing throughout the Platform without written permission from EDJX prior to use of any of EDJX’s trademarks or the trademark owner.
H.6 Open Source Software
The EDJX Platform may include or use open source software components and or you may utilize additional open source software components from the EDJX 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 Distribution and or 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 responsible for complying with open source license requirements.
H.7 Copyright Infringement and DMCA Policy
The Platform and the content are protected by U.S. and/or foreign copyright laws, and belong to EDJX, Inc. or its partners, affiliates, contributors or third parties. The copyrights in the content are owned by EDJX, Inc. or other copyright owners who have authorized their use on the Platform. You may download and reprint Content for non-commercial, non-public, personal use only. If you are browsing this Platform as an employee or member of any business or organization, you may download and reprint content only for educational or other non-commercial purposes within your business or organization, except as otherwise permitted by EDJX, Inc. Except for the sample images, you may not manipulate or alter in any way images or other content on the Platform.
Any software available for download via the Platform is the copyrighted work of EDJX, Inc., its Users, and/or licensors. Use of such software is governed by the terms of the end user license agreement that accompanies or is included with the software. Downloading, installing, and/or using any such software indicates your acceptance of the terms of the end user license agreement.
If you believe that content on our website violates your copyright, please contact us at: firstname.lastname@example.org. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses. We will terminate the accounts of repeat infringers of this policy.
I. FINANCIAL TERMS
EDJX’s pricing and payment terms complete with the User limits are specified on our website at https://www.edjx.io/pricing/.
I.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 DATA AND ANY DISRUPTION TO SUBSCRIBER’S OR THIRD-PARTY SERVICES CONFIGURED TO WORK WITH THE TRIAL ACCOUNT. ANY CONFIGURATIONS OR SUBSCRIBER DATA 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 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 Service at the end of the usage term and not continue for another term at the higher rate.
I.4 Upgrades and Downgrades
When EDJX will immediately bill you when you upgrade from the free plan to a paying plan.
I.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. Please see the section on Cancellation.
I.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.
I.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.
I.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 User’s access and use of the Platform until the usage period is paid in-full. EDJX will give Users no more than five (5) days’ leeway for an unpaid User account before suspending Platform access to User.
I.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.
I.8.2 Refund. If a Dispute is resolved in favor of the User, EDJX will either refund the difference the amount disputed or issue a credit for go-forward use of the Platform. In no event shall EDJX’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to a Breach of Contract, Tort (including Negligence and Gross Negligence) or otherwise, exceed one-times the aggregate amounts paid or payable to EDJX pursuant to this Agreement in the month period preceding the event giving rise to the claim.
I.8.3 Limitation of Liability. IN NO EVENT SHALL EDJX BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALU, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT EDJX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE
I.9 Method. You are responsible for providing EDJX with a valid means of payment for paid accounts.
I.10. Future Functionality
User agrees that User’s 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.
J. TERM, CANCELLATION AND TERMINATION
This Agreement commences on the date User registers for use of the Platform and continues until Platform use has been terminated.
J.1.1 Renewal. The usage term of Platform usage shall renew for successive terms, unless Subscriber gives EDJX at least two (2) months’ notice of nonrenewal at the end of the applicable term. It is a User’s 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.
J.2 Termination. EDJX has the right to suspend or terminate your access to all or any part of the EDJX Platform at any time, with or without cause, with or without notice, effective immediately. EDJX reserves the right to refuse service to anyone for any reason at any time.
J.2.1 Survival. All provisions of this Agreement shall survive termination of this Agreement in accordance with Section O.7.
J.3 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 the Content of your projects 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.
J.3.1 General Content. EDJX will not delete Content that you have contributed to other Users’ projects or that other Users have forked.
J.3.2 User 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.
“Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”) including all trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, hardware, schematics, planned product features, functionality, performance and software source documents relating to EDJX, and other information provided by EDJX, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed orally, in writing, or by examination or inspection, other than information which You can demonstrate: (i) was already known to You, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available in the public domain at the time of disclosure to You; (iii) became generally available in the public domain after disclosure other than through any act or omission of You; (iv) was subsequently lawfully disclosed to You by a third party without any obligation of confidentiality; or (v) was independently developed by You without use of or reference to any information or materials disclosed by EDJX or its suppliers. You shall not use any Confidential Information for any purpose other than as expressly authorized under this Agreement. In no event shall You disclose any Confidential Information to any third party.
K.2 Duty to Protect
Recipient will use the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable care) (i) not to use any Confidential Information of the Discloser for any purpose outside the scope of the Platform, and (ii) except as otherwise authorized by the Discloser in writing, to limit access to Confidential Information of the Discloser to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein. Obligations of the parties with regards to the Confidential Information will remain in force during the period YOU utilize the Platform and for a period of 10 years after the term of the Agreement.
K.3 Compelled Disclosure
“Confidential Information” is not construed to prohibit any disclosure that is (a) necessary to establish the rights or obligations of a party under this Agreement in connection with a legal proceeding or (b) required by applicable law or a valid court order or subpoena, provided in the latter case that either party notifies the other party (whose Confidential Information is to be disclosed) thereof promptly and in writing and cooperates with the other party in all reasonable respects if the other party seeks to contest or limit the scope of such disclosure.
L. REPRESENTATIONS, WARRANTIES & DISCLAIMERS
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
L.2 No Warranty
EDJX provides the EDJX Platform “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.
L.2.1 Usage. Use of this Platform is at the User’s own risk and EDJX is not responsible for any errors that result in damage to Your Content, Your computer system, or Your loss of Data that results from the use of the Platform. EDJX does not warrant that the Platform will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Platform is accurate, reliable or correct; that any defects or errors will be corrected; that the Platform will be available at any particular time or location; or that the Platform is 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 Platform.
L.2.2 No advice or information, whether oral or written, obtained by you from EDJX or through or from the EDJX Platform shall create any warranty not expressly stated in this Agreement.
EXCEPT AS EXPRESSLY PROVIDED HEREIN IN SECTION L, 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.
M. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EDJX, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA GOODWILL, LOST PROFITS OR OTHER LOSSES, ARISING OUT OF: (i) the use of or inability to use the Platform, the service, or the content, (ii) any transaction conducted through or facilitated by the Platform; (iii) any claim attributable to errors, omissions, or other inaccuracies in the Platform, the service and/or the content for loss or damage incurred by the result of the use of content made available on the Platform, (iv) from hacking or other unauthorized access to or alteration of your transmissions or data or the Platform, (v) Personal injury or property damage of any nature whatsoever, resulting from your access to and use of our Platform, (vi) any bugs, viruses, Trojan Horses, or the like that may be transmitted to or through our Platform by any Third-party, (vii) any defamation, offensive or illegal conduct of a Third-party, or (ix) any other matter relating to the Platform, the service, or the content, even if EDJX, Inc. has been advised of the possibility of such damages.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EDJX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
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.
M.2 Force Majeure
Neither party shall be liable to the other for any delay in performing, or failure to perform, any of its obligations under this Agreement if and to the extent that the failure or delay is caused as a result of any Force Majeure event, provided that such failure or delay could not have been prevented by reasonable precautions. The time for performance of an obligation which is affected by such an event shall be extended by a period which reflects the delay caused by the Force Majeure event. A party shall only be entitled to claim relief in respect of a Force Majeure event if it immediately informs the other party of the nature and severity of the Force Majeure event (including its estimated duration and impact on that party’s ability to perform its obligations), and takes commercially reasonable efforts to resume or maintain performance of its obligations under this Agreement as soon as reasonably possible.
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 User to access the Platform.
N. RELEASE AND INDEMNIFICATION
If you have a dispute with one or more Users, you agree to release EDJX and its Affiliates from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
N.2 Indemnification by EDJX
Subject to the provisions of this Agreement, EDJX shall (i) defend User against any third party claim that the Platform infringes a United States or European patent or copyright and (ii) pay the resulting cost and damages finally awarded against User by a court of competent jurisdiction or the amount stated in a written settlement signed by EDJX. The foregoing obligations are subject to the following: User (a) notifies EDJX promptly in writing of such claim, (b) grants EDJX sole control over the defense and settlement thereof, (c) reasonably cooperates in response to EDJX request for assistance, and (d) is not in material breach of this Agreement. Should any such Platform become, or in EDJX’s opinion be likely to become, the subject of such a claim, EDJX may, at its option and expense, (1) procure for User the right to make continued use thereof, (2) replace or modify such so that it becomes non-infringing, (3) terminate User Subscriptions for that Service upon 30 days’ written notice and refund User any prepaid fees covering the remainder of the term of the terminated Subscriptions. EDJX shall have no liability under this section to the extent that thealleged infringement arises out of or relates to: (A) the use or combination of the Platform with third party products or services, (B) use for a purpose or in a manner for which the Platform was not designed, (C) any use of other than the current, unaltered version of the Service, (D) Content, or (E) any unauthorized use of the Service.
N.3 Indemnification by User
User will defend EDJX against any claim, demand, suit or proceeding made or brought against EDJX by a third party alleging that User Data, or User use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law, and will indemnify EDJX from any damages, attorney fees and costs finally awarded against EDJX as a result of, or for any amounts paid by EDJX under a court-approved settlement of such a claim against EDJX, provided EDJX (a) promptly gives User written notice of such claim, (b) gives User sole control of the defense and settlement thereof (except that User may not settle any such claim unless User unconditionally releases EDJX of all liability), and (c) give User all reasonable assistance, at User expense.
N.4 Exclusive Remedy
This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
O. COMMUNICATIONS WITH EDJX
O.1 Electronic Communication Required
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Platform; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
O.2 Governing Law
Except to the extent applicable law provides otherwise, this Agreement between you and EDJX and any access to or use of the EDJX Platform or the Service are governed by the laws of North Carolina without regard to its conflict of law provisions. You and EDJX agree to submit to the personal and exclusive jurisdiction of the courts located within North Carolina.
O.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
P.1 Export Compliance
The Platform, Content, 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. User shall not permit Users to access or use any Service or 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.
User has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of EDJX employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If User learns of any violation of the above restriction, User will use reasonable efforts to promptly notify EDJX.
P.3 Entire Agreement and Order of Precedence
This Agreement is the entire agreement between User and EDJX regarding User use of Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that in the event of any conflict or inconsistency among the EDJX documents, the order of precedence shall be: (1) this Agreement and (3) the Documentation.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. This Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
P.5 Relationship of the Parties
This Agreement does 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 this Agreement will constitute a waiver of that right.
P.7 Severability and Survival
All provisions of this Agreement shall survive termination of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of EDJX to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
P.8 Manner of Giving Notice
Except as otherwise specified in this Agreement, 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).
Q. Term and Platform Changes
We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the EDJX Platform (or any part of it) with or without notice. You agree that EDJX shall not be liable to You or any third party for any modification or cessation of the EDJX Platform. You acknowledge that EDJX has no express or implied obligation to provide, or continue to provide, the EDJX Platform, or any part thereof, now or in the future.
You may choose to or we may invite you to submit feedback, comments, questions, and other information about the Platform, including without limitation about how to improve the Platform or our other products. By submitting any such comments, you agree that your disclosure is gratuitous, unsolicited, without restriction and that EDJX shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, and exploit without restriction, any suggestions, enhancement requests, recommendations or other feedback provided by You. You acknowledge that, by acceptance of your submission, EDJX does not waive any rights to use similar or related ideas previously known to EDJX, or developed by its employees, or obtained from sources other than you.
Q.4 Product Reference and Publicity Rights
You agree, upon request and with reasonable notice from EDJX, to act in the capacity of a reference, discussing EDJX’s 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 EDJX 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.
Q.5 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 EDJX 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.