TERMS OF USE
Last
updated
June 20, 2023
AGREEMENT TO OUR
LEGAL
TERMS
We operate the
website https://edstruments.com
, as well as any other related products and services
that refer
or link to these legal terms.
You can contact us by
email at admin@edstruments.com
These Legal Terms constitute a legally binding
agreement made between you, whether personally or on behalf of an entity, and Edstruments, concerning your access to and use
of the
Services. You agree that by accessing the Services, you have read, understood, and
agreed to be
bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS,
THEN YOU ARE
EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
__________
The
Services are intended for users who are at least 18 years old. Persons under
the age
of 18 are not permitted to use or register for the Services.
We recommend that
you print a
copy of these Legal Terms for your records.
TABLE OF
CONTENTS
1. OUR SERVICES
The information provided when using the Services is not
intended for
distribution to or use by any person or entity in any jurisdiction or country where such
distribution or use would be contrary to law or regulation or which would subject us to
any
registration requirement within such jurisdiction or country. Accordingly, those persons
who choose
to access the Services from other locations do so on their own initiative and are solely
responsible
for compliance with local laws, if and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific
regulations
(Health Insurance Portability and Accountability Act (HIPAA), Federal Information
Security
Management Act (FISMA), etc.), so if your interactions would be subjected to such laws,
you may not
use the Services. You may not use the Services in a way that would violate the
Gramm-Leach-Bliley
Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our
intellectual
property
We are the owner or the licensee of all intellectual
property rights in our Services, including all source code, databases, functionality,
software,
website designs, audio, video, text, photographs, and graphics in the Services
(collectively, the
"Content"
), as well
as the trademarks, service marks, and logos contained therein (the
"Marks").
Our Content and Marks are protected by copyright and
trademark laws (and various
other intellectual property rights and unfair competition laws) and treaties in the
United
States and around the world.
The Content and Marks are provided in or through the
Services "AS IS"
for your internal business purpose
only.
Your use
of our
Services
Subject to your compliance with these Legal Terms, including
the "
PROHIBITED
ACTIVITIES
"
section below, we
grant you a non-exclusive, non-transferable, revocable
license
to:
- access the Services; and
- download or print a copy of any portion of the Content to
which you
have properly gained access.
solely for your
internal business purpose.
Except as set out in this section or elsewhere in our
Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
permission.
If you wish to make any use of the Services, Content,
or Marks other than as set out in this section or elsewhere in our Legal Terms, please
address your
request to: admin@edstruments.com. If we ever grant you the
permission
to post, reproduce, or publicly display any part of our Services or Content, you must
identify us as
the owners or licensors of the Services, Content, or Marks and ensure that any copyright
or
proprietary notice appears or is visible on posting, reproducing, or displaying our
Content.
We reserve all rights not expressly granted to you in
and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will
constitute a material breach of our Legal Terms and your right to use our Services will
terminate
immediately.
Your submissions
Please review this section and the "PROHIBITED ACTIVITIES
"
section carefully
prior to using our Services to understand the (a) rights you give us and (b) obligations
you have
when you post or upload any content through the Services.
Submissions: By directly sending us any
question, comment,
suggestion, idea, feedback, or other information about the Services (
"Submissions"), you agree to assign
to us all
intellectual property rights in such Submission. You agree that we shall own this
Submission and be
entitled to its unrestricted use and dissemination for any lawful purpose, commercial or
otherwise,
without acknowledgment or compensation to you.
You are responsible for what you post or
upload: By
sending us Submissions through any part of the
Services you:
- confirm that you have read and agree with our "
PROHIBITED
ACTIVITIES
"
and will not
post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful,
defamatory,
obscene, bullying, abusive, discriminatory, threatening to any person or group,
sexually
explicit, false, inaccurate, deceitful, or misleading;
- to the extent permissible by applicable law, waive any and
all moral
rights to any such Submission;
- warrant that any such Submission are
original to you or that you have the necessary rights and
licenses to submit such Submissions
and that you have full authority to grant us the
above-mentioned rights in relation to your Submissions
;
and
- warrant and represent that your Submissions do not constitute confidential
information.
You are solely
responsible
for your Submissions and you expressly agree to reimburse
us for any
and all losses that we may suffer because of your breach of (a) this section, (b) any third
party’s
intellectual property rights, or (c) applicable law.
By using the Services, you represent and warrant
that:
(1) all registration
information you
submit
will be true, accurate, current, and complete; (2) you will maintain the
accuracy of
such information and promptly update such registration information as
necessary;
(3) you have the legal capacity and you
agree to
comply with these Legal Terms;
(4) you are not a
minor in the jurisdiction in which you reside
; (5) you will not access the Services
through
automated or non-human means, whether through a bot, script or
otherwise; (6) you will not use the Services for
any illegal
or unauthorized
purpose; and (7) your use of the Services will not
violate any
applicable law or regulation.
If
you provide
any information that is untrue, inaccurate, not current, or incomplete, we have
the right to
suspend or terminate your account and refuse any and all current or future use
of the
Services (or any portion thereof).
You
may be
required to register to use the Services. You agree to keep your
password
confidential and will be responsible for all use of your account and
password. We
reserve the right to remove, reclaim, or change a username you select if
we
determine, in our sole discretion, that such username is inappropriate,
obscene, or
otherwise objectionable.
We accept the following forms of payment:
You agree to provide current, complete, and accurate
purchase and account information for all purchases made via the Services. You further
agree to
promptly update account and payment information, including email address, payment
method, and
payment card expiration date, so that we can complete your transactions and contact you
as needed.
Sales tax will be added to the price of purchases as deemed required by us. We may
change prices at
any time. All payments shall be in
US dollars.
You agree to pay all charges at the prices then in
effect for your purchases and any applicable shipping fees, and you
authorize us to charge your chosen
payment
provider for any such amounts upon placing your order.
If your order is subject to recurring charges, then you
consent to our
charging your payment method on a recurring basis without requiring your
prior approval
for each recurring charge, until such time as you cancel the applicable
order.
We reserve the right to correct
any errors or mistakes in pricing, even if we have already requested or
received payment.
We reserve the right to refuse any order placed
through the Services. We may, in our sole discretion, limit or cancel quantities
purchased per
person, per household, or per order. These restrictions may include orders placed by or
under the
same customer account, the same payment method, and/or orders that use the same billing
or shipping
address. We reserve the right to limit or prohibit orders that, in our sole judgment
, appear to
be placed by dealers, resellers, or distributors.
6. CANCELLATION
All purchases are non-refundable.
You can cancel your subscription at any time by
contacting us
using the contact information provided below. Your
cancellation will
take effect at the end of the current paid term.
If you are unsatisfied with our Services, please email us at
admin@edstruments.com
.
You may not
access or
use the Services for any purpose other than that for which we make the Services
available. The
Services may not be used in connection with any commercial
endeavors except those that are
specifically
endorsed or approved by us.
As
a user
of the Services, you agree not to:
- Systematically
retrieve data or other content from the Services to create or
compile, directly
or indirectly, a collection, compilation, database, or directory
without written
permission from us.
- Trick,
defraud, or mislead us and other users, especially in
any attempt to
learn sensitive account information such as user
passwords.
- Circumvent,
disable, or otherwise interfere with security-related
features of
the Services, including features that prevent or
restrict the use or
copying of any Content or enforce limitations on the use
of the
Services and/or the Content contained
therein.
- Disparage,
tarnish, or otherwise harm, in our opinion, us and/or
the
Services.
- Use
any information obtained from the Services in order to
harass,
abuse, or harm another
person.
- Make
improper use of our support services or submit false
reports of
abuse or misconduct.
- Use
the Services in a manner inconsistent with any
applicable laws or
regulations.
- Engage
in unauthorized framing of
or linking
to the Services.
- Upload
or transmit (or attempt to upload or to transmit)
viruses, Trojan
horses, or other material, including excessive use of
capital
letters and spamming (continuous posting of repetitive
text), that
interferes with any party’s uninterrupted use and
enjoyment of the
Services or modifies, impairs, disrupts, alters, or
interferes with
the use, features, functions, operation, or maintenance
of the
Services.
- Engage
in any automated use of the system, such as using
scripts to send
comments or messages, or using any data mining, robots,
or similar
data gathering and extraction
tools.
- Delete
the copyright or other proprietary rights notice from
any
Content.
- Attempt
to impersonate another user or person or use the
username of another
user.
- Upload
or transmit (or attempt to upload or to transmit) any
material that
acts as a passive or active information collection or
transmission
mechanism, including without limitation, clear graphics
interchange
formats ("gifs"), 1×1
pixels, web
bugs, cookies, or other similar devices (sometimes
referred to as
"spyware" or "passive
collection
mechanisms" or "pcms"
).
- Interfere
with, disrupt, or create an undue burden on the Services
or the
networks or services connected to the
Services.
- Harass,
annoy, intimidate, or threaten any of our employees or
agents
engaged in providing any portion of the Services to
you.
- Attempt
to bypass any measures of the Services designed to
prevent or
restrict access to the Services, or any portion of the
Services.
- Copy
or adapt the Services' software, including but not
limited to Flash,
PHP, HTML, JavaScript, or other
code.
- Except
as permitted by applicable law, decipher, decompile,
disassemble, or
reverse engineer any of the software comprising or in
any way making
up a part of the
Services.
- Except
as may be the result of standard search engine or
Internet browser
usage, use, launch, develop, or distribute any automated
system,
including without limitation, any spider, robot, cheat
utility,
scraper, or offline reader that accesses the Services,
or use or
launch any
unauthorized
script or other
software.
- Use
a buying agent or purchasing agent to make purchases on
the
Services.
- Make
any unauthorized use of the
Services,
including collecting usernames and/or email addresses of
users by
electronic or other means for the purpose of sending
unsolicited
email, or creating user accounts by automated means or
under false
pretenses
.
- Use
the Services as part of any effort to compete with us or
otherwise
use the Services and/or the Content for any
revenue-generating
endeavor
or commercial
enterprise.
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:
- Your Edstruments account has been terminated
- You update your payment preferences to remove authorization for this account
- 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:
- 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.
- The information you provide Edstruments about each ACH Network Transaction is accurate, timely, and complete.
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.
9.
USER GENERATED CONTRIBUTIONS
The
Services does not offer users to submit or post
content.
You
and
Services agree that we may access, store, process, and use any information
and personal
data that you provide and your choices
(including
settings).
By
submitting
suggestions or other feedback regarding the Services, you agree that we can use
and share
such feedback for any purpose without compensation to you.
11.
SERVICES MANAGEMENT
We reserve
the right, but
not the obligation, to: (1) monitor the Services for violations of these Legal Terms;
(2) take
appropriate legal action against anyone who, in our sole discretion, violates the law or
these Legal
Terms, including without limitation, reporting such user to law enforcement authorities;
(3) in our
sole discretion and without limitation, refuse, restrict access to, limit the
availability of, or
disable (to the extent technologically feasible) any of your Contributions or any
portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from
the Services
or otherwise disable all files and content that are excessive in size or are in any way
burdensome
to our systems; and (5) otherwise manage the Services in a manner designed to protect
our rights and
property and to facilitate the proper functioning of the Services.
12.
PRIVACY POLICY
We care
about data
privacy and security. By using the Services, you agree to be bound by our Privacy
Policy posted
on the Services, which is incorporated into these Legal Terms. Please be advised the
Services
are hosted in
the United States
. If you access the Services from any other
region of the
world with laws or other requirements governing personal data collection, use, or
disclosure
that differ from applicable laws in
the United States
, then through your continued use of the
Services, you are
transferring your data to
the United States
, and you expressly consent to have your data
transferred to
and processed in
the United States
.
13.
TERM AND TERMINATION
These Legal
Terms shall
remain in full force and effect while you use the Services. WITHOUT LIMITING ANY
OTHER PROVISION
OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT
NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO
ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH
OF ANY
REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY
APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN
OUR SOLE
DISCRETION.
If we
terminate or
suspend your account for any reason, you are prohibited from registering and
creating a new
account under your name, a fake or borrowed name, or the name of any third party,
even if you
may be acting on behalf of the third party. In addition to terminating or suspending
your
account, we reserve the right to take appropriate legal action, including without
limitation
pursuing civil, criminal, and injunctive redress.
14.
MODIFICATIONS AND INTERRUPTIONS
We reserve
the right to
change, modify, or remove the contents of the Services at any time or for any reason
at our sole
discretion without notice. However, we have no obligation to update any information
on our
Services. We will not be liable to you or any
third party for
any modification, price change, suspension, or discontinuance of the
Services.
We cannot
guarantee the
Services will be available at all times. We may experience hardware, software, or
other problems
or need to perform maintenance related to the Services, resulting in interruptions,
delays, or
errors. We reserve the right to change, revise, update, suspend, discontinue, or
otherwise
modify the Services at any time or for any reason without notice to you. You agree
that we have
no liability whatsoever for any loss, damage, or inconvenience caused by your
inability to
access or use the Services during any downtime or discontinuance of the Services.
Nothing in
these Legal Terms will be construed to obligate us to maintain and support the
Services or to
supply any corrections, updates, or releases in connection therewith.
15.
GOVERNING LAW
These Legal
Terms and
your use of the Services are governed by and construed in accordance with the laws
of
the State of
California
applicable to agreements made and to be entirely performed within
the State of
California
, without regard to its
conflict of
law principles.
16.
DISPUTE RESOLUTION
Informal Negotiations
To expedite
resolution and control the cost of any dispute,
controversy, or claim related to these Legal Terms (each a
"Dispute" and collectively, the "Disputes"
)
brought by either you or us (individually, a
"Party" and
collectively, the "Parties"), the
Parties agree to
first attempt to negotiate any Dispute (except those Disputes expressly provided
below)
informally for at least thirty (30) days before
initiating
arbitration. Such informal negotiations commence upon written notice from one Party
to the other
Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through
informal
negotiations, the Dispute (except those Disputes expressly excluded below) will be
finally and
exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS
PROVISION, YOU
WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced
and conducted under the Commercial Arbitration Rules of the American Arbitration
Association (
"AAA"
) and,
where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes
("AAA Consumer Rules"
), both of which are available at the American Arbitration Association (AAA) website.
Your
arbitration fees and your share of arbitrator compensation shall be governed by the
AAA Consumer
Rules and, where appropriate, limited by the AAA Consumer Rules.
The arbitration may be conducted in person, through the submission of
documents, by phone,
or online. The arbitrator will make a decision in writing, but need not provide a
statement of
reasons unless requested by either Party. The arbitrator must follow applicable law,
and any
award may be challenged if the arbitrator fails to do so. Except where otherwise
required by the
applicable AAA rules or applicable law, the arbitration will take place in
Redwood City,
California
. Except as otherwise provided herein,
the Parties
may litigate in court to compel arbitration, stay proceedings pending arbitration,
or to
confirm, modify, vacate, or enter judgment on the award entered by the
arbitrator.
If for any
reason, a Dispute proceeds in court rather than arbitration,
the Dispute shall be commenced or prosecuted in the
state
and federal courts
located in
Redwood City,
California
, and the Parties hereby consent to, and waive all defenses
of lack
of personal jurisdiction, and forum non conveniens with respect to venue and
jurisdiction in
such state and federal courts. Application of the United Nations
Convention on
Contracts for the International Sale of Goods and the Uniform Computer Information
Transaction
Act (UCITA) are excluded from these Legal Terms.
If this provision is found to be illegal or
unenforceable,
then neither Party will elect to arbitrate any Dispute falling within that portion
of this
provision found to be illegal or unenforceable and such Dispute shall be decided by
a court of
competent jurisdiction within the courts listed for jurisdiction above, and the
Parties agree to
submit to the personal jurisdiction of that court.
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute between the Parties
individually.
To the full extent permitted by law, (a) no arbitration shall be joined with any other
proceeding;
(b) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to
utilize
class
action procedures; and (c) there is no right or authority for any Dispute to be brought
in a
purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and
Arbitration
The Parties agree that the following Disputes are not
subject to
the above provisions concerning informal negotiations binding arbitration: (a) any
Disputes seeking
to enforce or protect, or concerning the validity of, any of the intellectual property
rights of a
Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,
invasion of
privacy, or unauthorized
use; and (c) any claim for injunctive relief. If this provision is found to be
illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within
that portion of
this provision found to be illegal or unenforceable and such Dispute shall be decided by
a court of
competent jurisdiction within the courts listed for jurisdiction above, and the Parties
agree to
submit to the personal jurisdiction of that court.
17.
CORRECTIONS
There
may be information on the Services that contains typographical errors, inaccuracies, or
omissions,
including descriptions, pricing, availability, and various other information. We reserve
the right
to correct any errors, inaccuracies, or omissions and to change or update the
information on the
Services at any time, without prior notice.
18.
DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT
PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH
THE
SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO
WARRANTIES
OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR
THE CONTENT OF
ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO
LIABILITY OR
RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND
MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR
ACCESS TO AND
USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS
AND/OR ANY
AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY
INTERRUPTION
OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN
HORSES, OR
THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY,
AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY
KIND INCURRED
AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE
AVAILABLE VIA THE
SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR
SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED
WEBSITE, OR
ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND
WE WILL NOT
BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN
YOU AND ANY
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST
JUDGMENT AND EXERCISE CAUTION
WHERE
APPROPRIATE.
19.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL
WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM
YOUR USE OF
THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
20.
INDEMNIFICATION
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of:
(1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations
and
warranties set forth in these Legal Terms; (4)
your violation of the rights of a third party, including but not limited to
intellectual
property rights; or (5) any overt
harmful act
toward any other user of the Services with whom you connected via the Services.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume
the
exclusive defense
and control of any matter for which you are required to indemnify us, and
you agree
to cooperate, at your expense, with our
defense of such claims. We will
use reasonable efforts
to notify you of any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
21.
USER DATA
We will maintain
certain data that you transmit to the Services for the purpose of managing the
performance of the Services, as well as data relating to your use of the Services.
Although we
perform regular routine backups
of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Services. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
22.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and
completing online forms constitute electronic communications. You consent to receive
electronic
communications, and you agree that all agreements, notices, disclosures, and other
communications we provide to you electronically, via email and on the Services,
satisfy any
legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE
OF
ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC
DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA
THE SERVICES.
You hereby waive any rights or requirements under any statutes, regulations, rules,
ordinances,
or other laws in any jurisdiction which require an original signature or delivery or
retention
of non-electronic records, or to payments or the granting of credits by any means
other than
electronic means.
23.
CALIFORNIA USERS AND RESIDENTS
If any complaint
with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
24.
MISCELLANEOUS
These Legal Terms and any policies or operating rules
posted by us on the Services or in respect to the Services constitute the entire
agreement and
understanding between you and us. Our failure to exercise or enforce any right or
provision of
these Legal Terms shall not operate as a waiver of such right or provision. These
Legal Terms
operate to the fullest extent permissible by law. We may assign any or all of our
rights and
obligations to others at any time. We shall not be responsible or liable for any
loss, damage,
delay, or failure to act caused by any cause beyond our reasonable control. If any
provision or
part of a provision of these Legal Terms is determined to be unlawful, void, or
unenforceable,
that provision or part of the provision is deemed severable from these Legal Terms
and does not
affect the validity and enforceability of any remaining provisions. There is no
joint venture,
partnership, employment or agency relationship created between you and us as a
result of these
Legal Terms or use of the Services. You agree that these Legal Terms will not be
construed
against us by virtue of having drafted them. You hereby waive any and all defenses
you may
have based on the electronic form of these Legal Terms and the lack of signing by
the parties
hereto to execute these Legal Terms.
25.
CONTACT US
In order to resolve a complaint regarding the Services
or to receive further information regarding use of the Services, please contact us
at:
__________
United States
admin@edstruments.com