Client agrees that the terms of this Agreement will govern Client’s use of Edify's products and services. In the event any term in an Order Form conflicts with the terms of this Agreement, the Order Form will supersede this Agreement solely with respect to the conflicting terms.
1. Ordering & Account Registration The specifics of each Subscriber order will be set forth on an order form or similar document (“Order Form”). You must register for and maintain an account with us to use the Service. You can do this via the site or through your account with certain third-party communication tools such as Slack, Google (each, a “Third Party Account”). If you choose the Third-Party Account option, we’ll create your Account by extracting from your Third-Party Account certain personal information such as your name and email address and other personal information that your privacy settings on the Third-Party Account permit us to access. Only authorized users may use your account to access the Service. You are responsible for all activities that occur through your account.
2. License Subject to the terms and conditions of this Agreement, Edify grants to Subscriber a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement for the use of the Service by the Subscriber and Subscriber’s personnel solely in connection with Subscriber’s internal business operations.
3. Fees and Payment For Subscribers that purchase our Service, fees are specified at the Service “billing” interface or in the applicable Order Form(s), and must be paid in advance. By providing us with your credit card information, you agree: (a) that you have the right to provide that information to us; (b) that we are authorized to charge that card for all fees due to us hereunder, and that no additional notice or consent is required; (c) that if your Service subscription is billed based on the number of active Edify users (as determined by Edify), we are authorized to charge your credit card for those amounts (including, as applicable, periodic true-up charges); and (d) that you will keep your credit card information up-to-date. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, fees paid are non-refundable. For clarity, in the event you downgrade any subscription from a paid plan to a free plan, you will remain responsible for any unpaid fees under the paid plan, and Service under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. If we agree to invoice you by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. You agree to make all payments in U.S. Dollars, unless the Order Form indicates otherwise.
4. Term and Termination The term of this Agreement commences upon your registration for a Service subscription and remains in effect for the term of your subscription as set forth in the applicable Order Form. Subscriptions are month-to-month unless otherwise agreed. The term of your subscription, including the obligation to pay the applicable Service subscription fees, will automatically renew for additional successive terms of the same duration unless terminated as specified in this Section. You may terminate this Agreement at any time upon written notice to Edify. For the purposes of providing notice of non-renewal as described in this Section, notice via email to Edify at email@example.com will be deemed sufficient. Upon termination, your access to the Service and any information stored by the Service will also terminate. Edify may terminate this Agreement at any time upon 30 days’ prior written notice, and in the case of any such termination, will refund to you a pro-rata portion of any unused, prepaid fees.
We may immediately suspend or terminate your access to the Service and terminate this Agreement for any of the following reasons: (a) you seek to hack the security mechanisms of the Service or we otherwise determine that your use of the Service poses a security risk to us or to another user of the Service; (b) you introduce a malicious program into the network or a virtual machine instance; (c) you cause network interference that affects Service performance for other customers; (d) you use the Service in a way that we determine, in our sole discretion, is abusive or disrupts or threatens the performance or availability of the Service; or (e) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.
If this Agreement is terminated for any reason: (i) you will pay to Edify any fees or other amounts that have accrued prior to the effective date of the termination; (ii) any and all liabilities accrued prior to the effective date of the termination will survive; and (iii) the following sections will survive and termination or expiration of this Agreement: Sections 4, 7, 9, 11, and 13-17.
5. Access to the Service; Modifications to the Service We do not provide you with the equipment to access the Service or other services required to make use of the Service. You are responsible for all fees charged by third parties to access and use the Service (e.g., Internet access charges, Slack subscription fees). We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, except that if we permanently discontinue the Service we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a pro-rated refund representing the unused (as of the date of termination) portion of any subscription fees that you have paid in advance.
6. Restrictions You must comply with all applicable laws, including privacy laws, when using the Service. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) modify or reverse engineer any portion of the Service; (b) rent, lease, or otherwise permit any third party to use any portion of the Service; (c) circumvent or disable any security or other technological features or measures of any portion of the Service; (d) use the Service in a manner that threatens the integrity, performance, or availability of the Service; nor (e) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service.
7. Ownership Except for the rights to access the Service expressly granted to you in this Agreement, we retain all right, title, and interest in and to the Service, all updates and/or upgrades thereto, and any other derivative works of the Service, including any suggestions ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber or any other party relating to the Service, and all intellectual property rights incorporated into or related the foregoing.
8. Information You will communicate information with and through the Service. You acknowledge and agree that in order to use the Service, you and your employees will provide Edify with access to certain Third-Party Accounts, such as Slack, Google Apps. In addition, we may collect registration and other information about your use of the Service. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use and exploit all information that we collect in order to perform our obligations under this Agreement.
9. Confidentiality Except as authorized by this Agreement, Edify will not disclose to any third party, without your consent, the information or material you upload to the Service. Although we take security and privacy very seriously at Edify, Edify makes no warranty or guarantee to you regarding the security or confidentiality of any information uploaded via the Service. Edify may, however, disclose that information or material if required by law or if Edify reasonably determines that disclosure is necessary to prevent harm to Edify or any third party. If Edify is required by law to disclose any of that information or material, Edify will make reasonable efforts to provide you prompt written notice of that requirement prior to disclosure.
10. Warranties; Disclaimer Edify warrants that the Service will, during the term of your subscription, materially conform to any description of the Service published by Edify. As Edify’s sole and exclusive liability for breach of this limited warranty, and your sole and exclusive remedy, Edify will make reasonable efforts to correct the non-conformity.
Subscriber represents and warrants that Subscriber will not upload any information to the Service unless Subscriber has all permissions or licenses necessary to do so and to authorize Edify’s use of that information in accordance with this Agreement.
EXCEPT AS EXPRESSLY SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND EDIFY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICE, AND YOU RELY ON THE SERVICE AT YOUR OWN RISK. ANY MATERIAL ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EDIFY OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. Limitation of Liability NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES). IN ADDITION, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, THE TOTAL OF FEES PAID BY SUBSCRIBER UNDER THIS AGREEMENT DURING THE ONE YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES. THE FOREGOING SHALL NOT APPLY TO SUBSCRIBER’S OBLIGATION TO PAY FEES HEREUNDER OR TO CLAIMS OR DAMAGES ARISING AS A RESULT OF AN INFRINGEMENT OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
12. Force Majeure Edify will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond Edify’s reasonable control.
13. Notices Except as otherwise expressly set forth in this Agreement, any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below for Edify, and at the address set forth in the Subscriber account for Subscriber and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
4745 NE 100th Avenue
Portland, OR 97220 USA
14. Venue & Choice of Law This Agreement shall be governed by the laws of the State of Oregon, without regard to its conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims, and controversies arising from or relating to this Agreement shall be the state or federal courts located in Multnomah County, Oregon.
15. Waiver The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future.
16. Severability If any part of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
17. Entire Agreement. This Agreement, together with the Order Form and other documents referenced herein, is the final and complete expression of the agreement between these parties regarding Subscriber’s use of the Service. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Edify has any authority to bind Edify with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. Edify will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Edify specifically agrees to such provision in writing and signed by an authorized agent of Edify.