Edstruments Platform Terms of Use
Last
updated
April 3, 2026
These terms of use are entered into by and between You and Edstruments, Inc. (“Company,” “we,” or “us”)
offering cloud-based budget management, financial workflow automation software, and other services. Our
corporate charge card services are provided through partnerships with financial institutions including
Highnote Platform, Inc., Veritex Community Bank, and Oat Financial, Inc.. We are not a bank, and any
banking or financial services are provided by, and subject to the terms of, our partner financial
institutions.
1. Acceptance of the Terms of Use
The following terms and conditions, together with any documents they expressly incorporate by
reference (collectively, "Terms of Use" or “Agreement”), govern your
access to and use of www.edstruments.com including any content, functionality and services offered on
or through any mobile/web application or other service provided (the "Platform"),
whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Platform. By using the
Platform, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy,
Electronic Consent Agreement, and any other contracts entered between us and your organization, all
incorporated herein by reference. If you do not want to agree to these Terms of Use and
other incorporated agreements, you must not access or use the Platform.
This Platform is offered and available to organizations and their authorized representatives operating
in the United States or any of its territories or possessions. By using this Platform, you represent
and warrant that you are authorized to bind your organization to these Terms of Use and that your
organization is legally capable of entering into binding contracts. We make no representations or
warranties beyond those that are expressly made herein. If you or your organization do not meet all of
these requirements, you must not access or use the Platform. We grant you a limited, non-exclusive,
non-transferable, non-sub licensable right to permit you to access the features and functions of the
Platform as set forth in the agreed terms solely for your internal business purposes. You shall use
commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify
the Company promptly of any such unauthorized use known to you.
IMPORTANT – PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION REQUIRING ALL
CLAIMS TO BE RESOLVED BY BINDING ARBITRATION. THIS AGREEMENT ALSO INCLUDES A WAIVER OF JURY TRIAL AND
WAIVER OF RIGHTS TO PARTICIPATE IN A CLASS ACTION.
2. Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion without prior
notice. All changes are effective immediately when we post them, and apply to all access to and use of
the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of
Use means that you accept and agree to the changes. You are expected to check this page from time to
time so you are aware of any changes, as they are binding on you.
We reserve the right to withdraw or amend this Platform, and any service or material we provide on the
Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part
of the Platform is unavailable at any time or for any period. From time to time, we may restrict access
to some parts of the Platform, or the entire Platform, to users, including registered users.
You are responsible for both:
- Making all arrangements necessary for you to have access to the Platform.
- Ensuring that all persons who access the Platform through your internet
connection are aware of these Terms of Use and comply with them.
To access the Platform or some of the resources it offers, you may be asked to provide certain
registration details or other information. It is a condition of your use of the Platform that all the
information you provide on the Platform is correct, current, and complete. You agree that all
information you provide to register with this Platform or otherwise, including, but not limited to,
through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you
consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a username, password or any other piece of information as part of
our security procedures, you must treat such information as confidential, and you must not disclose it
to any other person or entity. You also acknowledge that your account is personal to you or your
organization and agree not to provide any other person with access to this Platform or portions of it
using your username, password or other security information. You agree to notify us immediately of any
unauthorized access to or use of your username or password or any other breach of security. You also
agree to ensure that you exit from your account at the end of each session. You should use particular
caution when accessing your account from a public or shared computer so that others are not able to view
or record your password or other confidential information.
We have the right to disable any user name, password or other identifier, whether chosen by you or
provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion,
you have violated any provision of these Terms of Use.
4.
Intellectual Property Rights
The Platform and its entire contents, features and functionality (including but not limited to all
information, software, text, displays, images, video and audio, and the design, selection and
arrangement thereof), are owned by the Company, its licensors, or other providers of such material and
are protected by United States and international copyright, trademark, patent, trade secret, and other
intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Platform for your organization’s internal business use only.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly
perform, republish, download, store, or transmit any of the material on our Platform, except as
follows:
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Your computer may temporarily store copies of such materials in RAM incidental to your accessing and
viewing those materials.
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You may store files that are automatically cached by your Web browser for display enhancement
purposes.
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You may print or download one copy of a reasonable number of pages of the Platform for your own
personal, non-commercial use and not for further reproduction, publication, or distribution.
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If we provide desktop, mobile or other applications for download, you may download a single copy to
your computer or mobile device solely for your organization’s internal business use, provided you
agree to be bound by our end user license agreement for such applications.
You must not:
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Modify copies of any materials from this site.
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Use any illustrations, photographs, video/audio sequences, or any graphics separately from the accompanying text.
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Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use any part of the Platform or any services or materials available through the Platform for any commercial purposes or revenue-generating endeavors not specifically authorized by Edstruments in writing.
If you wish to make any use of material on the Platform other than that set out in this section, please address your request to: support@edstruments.com
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners.
You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:
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In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
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For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
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To send, knowingly receive, upload, download, use, or re-use any material which does not comply with the standards set out in these Terms of Use.
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To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
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To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
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To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.
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To use any automated tools, bots, scrapers, or other automated means to extract, collect, or harvest data from the Platform or Services.
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To use the Platform or Services for competitive intelligence, benchmarking, or other activities that compete with or undermine Edstruments' business interests.
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To use the Platform or Services in violation of ACH rules, Nacha Operating Rules, or other applicable financial services regulations.
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To circumvent, disable, or interfere with security features, usage limits, or access controls of the Platform or Services.
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Rent, lease, loan, or sell access to the Platform to any third party.
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Interfere with, disrupt, alter, translate, or modify the Platform or any part thereof, or create an undue burden on the Company or the networks or services connected to the Platform, including any external websites or services associated with the Company's product.
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Reverse engineer, decompile, disassemble or otherwise attempt to obtain or perceive the source code from which any software component of the Platform is compiled or interpreted, and you acknowledge that nothing in this agreement will be construed to grant you any right to obtain or use such code.
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Access the Platform in order to build or create a derivative, competitive or similar product or service or copy any ideas, features, functions or graphics from the Company.
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Disable or circumvent any access control or related device, process or procedure established with respect to the Platform.
Additionally, you agree not to:
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Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.
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Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
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Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
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Use any device, software or routine that interferes with the proper working of the Platform.
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Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
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Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform.
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Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
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Otherwise attempt to interfere with the proper working of the Platform.
7.
Confidentiality and Data Usage
The Company acknowledges that any and all information, data, files, systems, software, documentation and other materials of your organization received or reviewed by it or its employees or agents in furtherance of your obligations under this Agreement are confidential and proprietary information (the "Confidential Information"). The Company shall not permit the duplication, use or disclosure of any Confidential Information to any person (other than the Company's staff as part of the Agreement) without your prior written consent. In furtherance of the obligations set forth in this Section, the Company shall implement procedures to prohibit the disclosure of the Confidential Information, which procedures shall be no less protective than procedures used by the Company to protect its own confidential and proprietary information. Any information that at the time of disclosure is generally known by the public will not be treated as Confidential Information under this Agreement.
You acknowledge that the Company may use, and you hereby grant to the Company a limited, nonexclusive, irrevocable license to use, reproduce, modify, display, perform and create derivative works of any data provided by you for the duration of the contract to provide the service to you. You further grant the Company the right to create anonymous profiles and derivative insights, analyses and statistics based on your data (the "Insights") that it may use as a part of the service for you and other users of the Company, as well as for the Company's business purposes; however, that such Insights do not disclose any of your Confidential Information or otherwise disclose your identity, any users, or any of your customers. To the extent that any Insights are created by the Company, such Insights may be used by the Company for any lawful purpose, even following the expiration or termination of the agreement, provided that the Company agrees to comply with applicable privacy and other laws and regulations respecting the dissemination and use of such Insights.
8.
ACH and Electronic Payments
The following applies to users who are utilizing direct ACH debits and/or credits initiated within Edstruments for one of our money movement products.
ACH Debit Authorizations
By clicking "Agree," you authorize Edstruments, Inc. to debit your linked bank account via ACH. You authorize, if necessary, adjustments for any debit entries made in error to your account. This authority will remain in effect until one of the following takes place:
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Your Edstruments account has been terminated
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You update your payment preferences to remove authorization for this account
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We are notified by you in writing to cancel this authority in such time as to afford Edstruments commercially reasonable opportunity to act on it.
You represent and warrant that the linked bank account details connected to Edstruments belong to you or your organization and you have the authority to provide Edstruments with this authorization to credit or debit the account.
ACH Nested Third Party Origination
The ACH Network allows you to collect funds through debit or credit Transactions from US bank account holders. Terms specifically applicable to initiation of ACH Network Transactions are stated below.
Nacha Rules
When submitting Transactions over the ACH Network, you must comply with the Nacha Operating Rules.
ACH Entry Authorizations
When you send or collect funds with ACH credit and debit entries via the Services, Edstruments is operating as a Third Party Sender and you understand and accept your role as the Originator (as defined in the Nacha Operating Rules), including to authorize the banks that Edstruments's ACH Service Provider uses to enable the submission of Transactions over the ACH Network ("ODFI Banks") on your behalf to and from your Customer's bank accounts.
When you use Edstruments to initiate ACH Network Transactions with your Customers, you represent and warrant that:
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You have all necessary authorizations and approvals from your Customers for Edstruments to transmit an ACH Network debit or credit Transaction to the Customer's bank account.
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The information you provide Edstruments about each ACH Network Transaction is accurate, timely, and complete.
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Edstruments is not liable for any return, reversal or other failure (or any related costs) arising from your acts and omissions, including failure to obtain your Customer's authorization for an ACH Network Transaction.
Timing of Funds, Limits, and Charges
Edstruments and its ACH Service Provider will make funds available as per settlement timings agreed to in relation to the type of ACH transfer selected. Edstruments may require separate or pass-through origination limits as set up by the ACH Service Provider. Charges for your origination of ACH, returns, and other ACH-related services will be billed to you by Edstruments.
Termination and Suspension
Without limiting Edstruments's rights to terminate or suspend your access to the Services under these Terms of Use, Edstruments may also terminate or suspend your access to the ACH Network for your violation of the Nacha Operating Rules, including if an ODFI Bank requires your suspension or termination, or if you exceed acceptable limits on returns.
Requests for Compliance Information
By collecting funds via ACH debit Transactions and as required by the Nacha Operating Rules, you will provide information and documentation requested by Edstruments, our ACH Service Provider, or ODFI Banks for the purpose of ensuring your compliance with these Terms and the Nacha Operating Rules upon reasonable notice. You agree to cooperate with any request for information necessary to complete ACH risk assessments and audits in a timely manner. Edstruments may suspend or terminate your access to the ACH Network immediately if you fail to provide information or documentation requested.
Warranty
You warrant to Edstruments, as an Originator of Transactions made under the Nacha Operating Rules, that no Transaction delivered to Edstruments will cause Edstruments, its ACH Service Providers, or ODFI Banks to be in violation of any regulation or sanction administered by a Governmental Authority or otherwise cause Edstruments, its ACH Service Providers, or ODFI Banks to be in violation of any laws of the United States.
Nested Third Party Senders
You must not submit ACH Network Transactions as a Nested Third Party Sender (as defined in the Nacha Operating Rules) through the Services.
By agreeing to these Terms of Use and using ACH services in Edstruments, you are also agreeing to Astra's Privacy Policy and Terms of Use.
Termination for Convenience
At any point, you may choose to end this Agreement with the Company for convenience.
You will not be refunded for unused days/months that have been paid under the terms of your contract with Edstruments. You will be liable for paying for unpaid periods of service that have not yet occurred, if contractually agreed upon with Edstruments.
All access to the Platform will be removed and all your data will be removed from the Company's servers no later than 30 days following your written request. Absent a written request, Edstruments will periodically delete data from terminated users from its systems. This does not include data that has been used for Insights as set forth in the Confidentiality section of these Terms of Use.
Termination for Cause
The Company shall be in default under this Agreement if any of the following occur: (i) the Company materially fails to perform or comply with the terms and conditions of this Agreement; or (ii) the Company becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.
You shall be in default under this Agreement if any of the following occur: You fail to make payment of any undisputed invoice within thirty (30) days after it is rendered; or (ii) you materially fail to perform or comply with the other terms and conditions of this Agreement. If this Agreement is terminated pursuant to this clause, the Company shall be entitled to retain any portion of fees previously paid to the Company by you.
The party not in default may terminate this Agreement by written notice to the defaulting party if the defaulting party has failed to cure a material default under this Agreement within thirty (30) days after receiving written notice of a default. Upon a termination of this Agreement pursuant to this Section, the terminating party shall have the right to seek all remedies, at law or in equity that may be available. All relief provided hereunder shall be cumulative and not mutually exclusive, and such relief shall be in addition to and not in substitution of any other remedies available to the terminating party pursuant to this Agreement or pursuant to law.
The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Platform.
All User Contributions must comply with the Content Standards set out in these Terms of Use.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you assign to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns all right, title, and interest in and to such User Contribution, including all intellectual property rights therein, and we shall have the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
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You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
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All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
11.
Monitoring and Enforcement; Termination
We have the right to:
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Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
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Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the security or safety of users of the Platform or the public or could create liability for the Company.
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Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
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Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
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Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.
Account Termination for Financial Services
We may immediately terminate or suspend your access to financial services and Platform features if:
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You fail to meet creditworthiness requirements.
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Your account becomes delinquent or charged off.
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You engage in fraudulent or suspicious activity.
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Required by our partner bank(s) or regulatory authorities.
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You violate applicable financial services laws or regulations.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
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Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
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Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
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Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
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Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
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Be likely to deceive any person.
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Promote any illegal activity, or advocate, promote, or assist any unlawful act.
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Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
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Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
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Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
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Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
13.
Copyright Infringement
We respect the intellectual property rights of others and expect users of our Platform to do the same. It is our policy to respond to any claim that User Contributions posted on the Platform infringes on the copyright or other intellectual property rights ("Infringement") of any person or entity.
If you believe in good faith that any material provided on or in connection with the Platform is used in a way that constitutes Infringement, please send a notice of Infringement containing the following information to support@edstruments.com:
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Your address, telephone number, and email address;
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A description of the copyrighted work that you claim has been infringed;
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A description of where the alleged infringing material is located on the Platform;
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A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
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A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf;
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Your physical or electronic signature.
Upon receipt of a notice of Infringement, we will take whatever action, in our sole discretion, we deem appropriate, including removal of the challenged content from the Platform.
14.
Repeat Infringer Policy
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Platform and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.
This Platform may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
We may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.
Financial services regulations may change. We reserve the right to modify our services, terms, or discontinue certain features to comply with new regulatory requirements. We will provide notice of material changes as required by law.
All information we collect on this Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your organization's information in compliance with the Privacy Policy, including sharing of financial and transaction data with our partner financial institutions, payment processors, service providers, and other third parties as necessary to provide business financial management services, corporate charge card programs, and related business services. You acknowledge and consent that your organizational data may be transferred to, processed, and stored in the United States and other countries where we or our service providers operate, which may have different data protection laws than your jurisdiction.
We may publicly reference you as an Edstruments customer on our Platform or in communications during the term of the Agreement. We will not express any false endorsement or partnerships. You grant Edstruments a limited license to use your trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a customer and we will use best efforts to remove references to you on our Platform or in communications.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Platform may provide certain social media features that enable you to:
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Link from your own or certain third-party websites to certain content on this Platform.
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Send e-mails or other communications with certain content, or links to certain content, on this Platform.
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Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:
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Establish a link from any website that is not owned by you.
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Cause the Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other site.
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Otherwise take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms of Use.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
20.
Independent Contractor
The Company shall furnish its services as an independent contractor and not an employee of your organization. This Agreement does not establish a relationship of joint venture, principal to agent, master to servant, employer to employee or franchisor to franchisee. Neither party has the authority to bind the other or incur any obligation on its behalf.
21.
Geographic Restrictions
The owner of the Platform is based in the State of California in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Our services, including the technology services, corporate charge cards, and business financial management programs, are available only to organizations operating in the United States in states where we are licensed or otherwise eligible to operate. Certain services may not be available in all states due to regulatory restrictions or licensing requirements applicable to business financial services. We reserve the right to restrict access based on your organization's location and applicable state laws.
22.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
23.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE 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 PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL 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.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform.
25.
Governing Law and Jurisdiction
All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). As Edstruments, Inc. is a Delaware corporation, Delaware law shall apply to all aspects of this business relationship.
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.
This section provides that disputes may be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Arbitration replaces the right to go to court, have a jury trial or initiate or participate in a class action. In arbitration, disputes are resolved by an arbitrator, not a judge or jury. Arbitration procedures are simpler and more limited than in court. This arbitration provision is governed by the Federal Arbitration Act (FAA), and shall be interpreted in the broadest way the law will allow. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or to prevent disclosure of confidential information.
Covered Claims
You or we may arbitrate any claim, dispute, or controversy between you and us arising out of or related to your account, a previous related account or our relationship (referred to as "Claims" in this Arbitration Provision).
If arbitration is chosen by any party, neither you nor we will have the right to litigate that Claim in court or have a jury trial on that Claim.
Except as stated below, all Claims are subject to arbitration, no matter what legal theory they're based on or what remedy (damages, or injunctive or declaratory relief) they seek, including Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; Claims made regarding past, present or future conduct; and Claims made independently or with other claims. This also includes Claims made by or against anyone connected with us or you or claiming through us or you, or by someone making a claim through us or you, such as a co-applicant, Authorized User, employee, agent, representative or an affiliate/parent/subsidiary company.
Arbitration Limits
Individual Claims filed in a small claims court are not subject to arbitration, as long as the matter stays in small claims court.
We won't initiate arbitration to collect a debt from you unless you choose to arbitrate or assert a Claim against us. If you assert a Claim against us, we can choose to arbitrate, including actions to collect a debt from you. You may arbitrate on an individual basis Claims brought against you, including Claims to collect a debt.
Claims brought as part of a class action, private attorney general or other representative action can be arbitrated only on an individual basis. The arbitrator has no authority to arbitrate any claim on a class or representative basis and may award relief only on an individual basis. If arbitration is chosen by any party, neither you nor we may pursue a Claim as part of a class action or other representative action. Claims of 2 or more persons may not be combined in the same arbitration. However, applicants, co-applicants, Authorized Users on a single account and/or related accounts or corporate affiliates are here considered as one person.
Survival and Severability of Terms
This arbitration provision shall survive changes in this Agreement and termination of the account or the relationship between you and us, including the bankruptcy of any party and any sale of your account, or amounts owed on your account, to another person or entity. If any part of this arbitration provision is deemed invalid or unenforceable, the other terms shall remain in force, except that there can be no arbitration of a class or representative Claim. This arbitration provision may not be amended, severed or waived, except as provided in this Agreement or in a written agreement between you and us.
Rules for Rejecting this Arbitration Provision
You may reject this arbitration provision by sending a written rejection notice to us at: Edstruments, Inc., 2261 Market Street, STE 86731, San Francisco, CA 94114 . Your rejection notice must be mailed within 60 days of your organization's first use of our Platform or services. Your rejection notice must state that you reject the arbitration provision and include your organization's name, address, account number (if applicable) and the personal signature of an authorized representative. Only an authorized representative of your organization may sign the rejection notice. Your rejection notice will not apply to the arbitration provision(s) governing any other account(s) that you have or had with us. Rejection of this arbitration provision won't affect your other rights or responsibilities under this Agreement.
27.
Waiver of Right to Class Actions
UNLESS YOU ARE A COVERED BORROWER PURSUANT TO THE MILITARY LENDING ACT, YOU AGREE AND ACKNOWLEDGE THAT PURSUANT TO FEDERAL AND DELAWARE LAW YOU ARE WAIVING YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION RELATED TO THIS AGREEMENT.
28.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
29.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
30.
Electronic Signatures and Records
You acknowledge and agree that these Terms of Use and any other agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to receive all communications from us in electronic form, including but not limited to agreements, notices, disclosures, and other documents related to your use of the Platform and Services.
You agree that your electronic signature, acceptance or agreement by clicking "I agree," "Accept," or similar buttons or actions, or by using the Platform or Services, has the same legal effect as a handwritten signature. You acknowledge that electronic signatures, contracts, orders, and other records relating to your use of the Platform and Services will be legally binding between you and us.
You represent that you have the legal authority to enter into this agreement electronically on behalf of your organization and that your electronic acceptance constitutes your organization's agreement to be bound by these Terms of Use. All electronic records will be considered received when we send them to the email address associated with your account.
You acknowledge that you have the right to receive a paper copy of any electronic communication from us. To request a paper copy, please contact us using the information provided in the "Your Comments and Concerns" section below. We may charge a reasonable fee for providing paper copies.
You may withdraw your consent to receive electronic communications by contacting us in writing. However, withdrawal of consent may result in termination of your access to certain Services that require electronic communications. Your consent to electronic communications will remain in effect until you withdraw it in the manner described above.
31.
SMS/Text Message Communications
If you are a cardholder or authorized user of an Edstruments Commercial Charge Card, by providing your mobile phone number and accepting these Terms, you expressly consent to receive SMS and text messages from Edstruments and our service providers at the mobile phone number(s) you provide. These messages may include transaction alerts, fraud alerts, payment reminders, account notifications, security codes, and requests for transaction documentation such as receipts. You agree that text messages may be sent using an automatic telephone dialing system. Message frequency varies based on your account activity. Message and data rates may apply depending on your mobile carrier plan.
Opt-Out. You may opt out of receiving text messages at any time by replying STOP to any message. After opting out, you will receive a confirmation message and will no longer receive text messages from us, except as required by law or for fraud prevention.
Help. For help or questions about text messages, reply HELP to any message or contact us at support@edstruments.com.
Mobile Number Changes. You agree to promptly notify us if you change or relinquish your mobile phone number.
The Terms of Use, our Privacy Policy, Electronic Consent Agreement, and any other policies or agreements agreed between the parties or referenced herein constitute the sole and entire agreement between you and Edstruments, Inc. with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.
This Platform is operated by Edstruments, Inc., 2261 Market Street, STE 86731, San Francisco, CA 94114 All other feedback, comments, requests for technical support and other communications relating to the Platform should be directed to: support@edstruments.com.