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Terms of Service

1. AGREEMENT TO TERMS

1.1 Welcome to Edsoma, Inc. These Terms of Service (“Terms of Service” or “Terms”) constitute a legally binding agreement made between you (“You,” or “Your”), whether you personally or if you are acting on behalf of an entity, and Edsoma, Inc. (together with its subsidiaries and affiliates, referred to collectively in this License Agreement as “Edsoma,” “Company,” “we,” “our,” or “us”), concerning Your access to and use of the https://www.edsoma.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

1.2 By visiting, accessing, or using the Site or part of it, You consent to these Terms of Service, agree to be legally bound by them, and agree to fully abide by them. If you do not agree with all of the provisions in these Terms of Service, then please do not access or use the Site or any part of it in any way – and You are expressly prohibited from accessing and using the Site and any part of it, and You must discontinue use immediately.

1.3 Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated into these Terms of Service by reference. We reserve the right, in our sole and absolute discretion, to make changes or modifications to these Terms of Service from time to time. We will alert You about any changes by updating the “Last updated” date of these Terms of Service, and You waive any right to receive specific notice of each such change. Please ensure that You check the Terms of Service every time You use our Site so You understand if there have been any updates, changes, or modifications to them. You will be subject to and will be deemed to have been made aware of and to have accepted, the updates, changes, and modifications in any revised Terms of Service by Your continued use of the Site after the date such revised Terms of Service are posted.

1.4 The information provided on the Site 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 Site from any such jurisdiction or country do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

1.5 All users of the Site who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If You are a minor, You must have Your parent or guardian read and agree to these Terms of Service before You use the Site.

1.6 In addition to these Terms of Service, please review our Privacy Policy and any other agreements You may enter into with us (including, for example, any End User License Agreement You may enter into with us), as those items may also contain terms and conditions that apply to and govern Your access to or use of the Site or any portion of it.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Unless otherwise indicated, the Site is our proprietary property, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site and “look and feel” of the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

2.2 The Content and the Marks are provided on the Site “AS IS” for Your information and personal use only. Except as expressly provided in these Terms of Service or in any other agreement between You and us (such as, for example, an End-User License Agreement between You and us) that is applicable, no part of the Site 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 consent, which we may withhold in our sole and absolute discretion.

2.3 Provided that You are eligible to use the Site, and subject to the terms and conditions in these Terms of Service of in our Privacy Policy and any applicable terms and conditions, if any, in any other agreement between You and us (such as, for example, an End-User License Agreement between You and us), You are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which You have properly gained access solely for Your personal, non-commercial use. We reserve all rights not expressly granted to You in and to the Site, the Content, and the Marks.

3. USER REGISTRATION

If You use or access the Site, You may be required to register with the Site or us, which may include establishing, among other things, a username, password, and user account. 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 and absolute discretion, that such username is inappropriate, obscene, or otherwise objectionable.

4. USER REPRESENTATIONS

4.1 By using or accessing the Site, You represent and warrant that: (a) all registration information You submit to us or the Site will be true, accurate, current, and complete; (b) You will maintain the accuracy of such information and promptly update such registration information as necessary; (c) You have the legal capacity and You agree to comply with these Terms of Service; (d) You are not a minor in the jurisdiction in which You reside, or if You are a minor, You have received the permission of Your parent or legal guardian to access and use the Site and You will access and use the Site only while being supervised by Your parent or legal guardian; (e) You will not use or access the Site through automated or non-human means, whether through a bot, script, or otherwise; (f) You will not use or access the Site for any illegal or unauthorized purpose; and (g) Your use of the Site will not violate any applicable law or regulation.

4.2 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 Site (or any portion thereof).

5. PROHIBITED ACTIVITIES

5.1 You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

5.2 As a user of the Site, You agree not to:

  • Systematically retrieve data or other Content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us or other users of the Site, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • Use any information obtained from the Site to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Site in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Site.
  • 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 anyone’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • 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, 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 Site or the networks or services connected to the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to You.
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  • Copy or adapt the Site’s 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 Site.
  • 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 Site, or using or launching any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Site.
  • Make any unauthorized use of the Site, 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 Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
  • Use the Site to advertise or offer to sell goods and services.
  • Sell or otherwise transfer Your profile.
6. USER GENERATED CONTRIBUTIONS

6.1 The Site may invite You to chat, contribute to, or participate in blogs, message boards, online forums, and may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”).

6.2 Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions You transmit may be treated as non-confidential and non-proprietary.

6.3 When You create or make available any Contributions on or through the Site, You thereby represent and warrant that:

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third-party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use Your Contributions in any manner contemplated by the Site, these Terms of Service, and any other written agreement between You and us (including, for example, an End User License Agreement between You and us).
  • You have the written consent, release, and/or permission of each and every identifiable individual person in Your Contributions to use the name and likeness of each and every such identifiable individual person to enable inclusion and use of Your Contributions in any manner contemplated by the Site, these Terms of Service, and any other written agreement between You and us (including, for example, an End User License Agreement between You and us).
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third-party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulation.

6.4 Any use of the Site in violation of the foregoing provisions of Section 6.3 violates these Terms of Service and may result in, among other things, termination, or suspension of Your permission to use the Site.

7. CONTRIBUTION LICENSE

7.1 By posting Your Contributions to any part of the Site or making Contributions accessible to the Site by linking Your account from the Site to any of Your social networking accounts, You automatically grant, and You represent and warrant that You have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, Your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

7.2 The license You grant to us under Section 7.1 applies to any form, media, or technology now known or hereafter developed, and includes our use of Your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide. You waive all moral rights in Your Contributions, and You warrant that moral rights have not otherwise been asserted in Your Contributions.

7.3 We do not assert any ownership over Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights, or other proprietary rights associated with Your Contributions. We are not liable for any statements or representations in Your Contributions provided by You in any area on the Site. You are solely responsible for Your Contributions to the Site and You expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding Your Contributions.

7.4 We have the right, in our sole and absolute discretion, (a) to edit, redact, or otherwise change any Contributions; (b) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (c) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor Your Contributions.

8. MOBILE APPLICATION LICENSE
Mobile Application Use License

8.1 If You access the Site via a mobile application, then we grant You a revocable, non-exclusive, non-transferable, limited right to install and use that mobile application on wireless electronic devices owned or controlled by You, and to access and use that mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Service and any other applicable written agreement between You and us (including, for example, an End User License Agreement between You and us).

8.2 You shall not: (a) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt that mobile application; (b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from that mobile application; (c) violate any applicable laws, rules, or regulations in connection with Your access or use of that mobile application; (d) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of that mobile application; (e) use that mobile application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make that mobile application available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use that mobile application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for that mobile application; (h) use that mobile application to send automated queries to any website or to send any unsolicited commercial e-mail; or (i) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with that mobile application.

Apple and Android Devices

8.3 The following terms apply when You use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (a) the license granted to You for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (b) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Service or as otherwise required under applicable law, and You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (c) in the event of any failure of the mobile application to conform to any applicable warranty, You may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (d) You represent and warrant that (i) You are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) You are not listed on any U.S. government list of prohibited or restricted parties; (e) You must comply with applicable third-party terms of agreement when using the mobile application, e.g., if You have a VoIP application, then You must not be in violation of their wireless data service agreement when using the mobile application; and (6) You acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Service, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Service against You as a third-party beneficiary thereof.

9. SOCIAL MEDIA

9.1 As part of the functionality of the Site, You may link Your account with us with online accounts You have with third-party service providers (each such account, a “Third-Party Account”) by either: (a) providing Your Third-Party Account login information through the Site; or (b) allowing us to access Your Third-Party Account, as is permitted under the applicable terms and conditions that govern Your use of each Third-Party Account.

9.2 You represent and warrant that You are entitled to disclose Your Third-Party Account login information to us and/or grant us access to Your Third-Party Account, without breach by You of any of the terms and conditions that govern Your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, You understand that (a) we may access, make available, and store (if applicable) any content that You have provided to and stored in Your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via Your account, including without limitation any friend lists and (b) we may submit to and receive from Your Third-Party Account additional information to the extent You are notified when You link Your account with the Third-Party Account. Depending on the Third-Party Accounts You choose and subject to the privacy settings that You have set in such Third-Party Accounts, personally identifiable information that You post to Your Third-Party Accounts may be available on and through Your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between Your account on the Site and Your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.

9.3 You acknowledge and agree that we may access Your email address book associated with a Third-Party Account and Your contacts list stored on Your mobile device or tablet computer solely for purposes of identifying and informing You of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and Your Third-Party Account by contacting us using the contact information below or through Your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with Your account.

10. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by You to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to You. You hereby waive all moral rights to any such Submissions, and You hereby warrant that any such Submissions are original with You or that You have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in Your Submissions.

11. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (a) monitor the Site for violations of these Terms of Service; (b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities; (c) 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; (d) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (e) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

12. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy. By using the Site, You agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. Please be advised the Site is hosted in the United States. If You access the Site 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 Site, You are transferring Your data to the United States, and You agree to have Your data transferred to and processed in the United States.

13. COPYRIGHT INFRINGEMENTS

13.1 We respect the intellectual property rights of others. If You believe that any material available on or through the Site infringes upon any copyright You own or control, please immediately email a notification of that (a “Notification”) to our designated copyright agent at ceo@edsoma.com.

13.2 Be sure to include in Your Notification: (a) Your physical or electronic signature; (b) identification of the copyrighted work or works You claim to have been infringed; (c) identification of the material You claim infringes upon the copyrighted work, and URLs or similar information sufficient to permit us to locate that material on our Site; (d) Your address, telephone number and email address so we may contract You in response to Your Notification; (e) a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in Your Notification is accurate, and under penalty of perjury, that You are the owner, or are authorized to act on behalf of the owner of the copyright that is allegedly infringed.

13.3 A copy of Your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law You may be held liable for damages if You make material misrepresentations in a Notification. Thus, if You are not sure that material located on or linked to by the Site infringes Your or a third-party’s copyright, You should consider first contacting an attorney.

14. TERM AND TERMINATION

14.1 Except for provisions in these Terms of Service that are expressly stated to survive the termination of these Terms of Service, these Terms of Service shall remain in full force and effect while You use or access the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (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 TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

14.2 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.

14.3. The provisions of Sections 7, 8, 9, 10, 14.2, 15, 16, 17, 19, 20, 21 and 25 of these Terms of Service shall survive the termination of the Terms of Service.

15. MODIFICATIONS AND INTERRUPTIONS

15.1 We reserve the right to change, modify, or remove any Contents on the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to You or any third-party for any modification, price change, suspension, or discontinuance of the Site.

15.2 We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site 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 Site during any downtime or discontinuance of the Site. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

16. GOVERNING LAW

These Terms of Service and Your access to or use of the Site are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without regard to Texas’s conflict of law principles.

17. DISPUTE RESOLUTION, INCLUDING AGREEMENT TO ARBITRATE, WAIVER OF CLASS ACTION AND JURY TRIAL RIGHTS

17.1 EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OF SERVICE, YOU AND EDSOMA WAIVE YOUR RIGHT TO A TRIAL BY JURY AND RIGHT TO LITIGATE IN COURT FOR ANY CONTROVERSY OR CLAIM BETWEEN YOU AND EDSOMA ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SITE OR ANY CONTENT ON IT, EDSOMA’S PRIVACY POLICY, OR THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION A CHALLENGE TO THE VALIDITY OF ANY PROVISION IN THIS SECTION 17 (“Dispute”), and You and Edsoma consent to and agree that the exclusive forum for the resolution for any Dispute shall be binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”) and as further provided in this Section 17.

17.1.1 Number of Arbitrators; Location of Arbitration. The arbitration between Edsoma and You under Section 17.1 shall be before one arbitrator, to be agreed to by You and Edsoma, and, in the event You and Edsoma cannot agree on the arbitrator within a reasonable time, to be appointed by AAA in accordance with the Commercial Rules. The arbitration hearing shall held in Austin, Texas, unless you are a natural person and attending an arbitration proceeding in Austin, Texas would impose an undue financial burden on You, in which case the location of the arbitration hearing shall be agreed upon by You and Edsoma and, if You and Edsoma cannot reach agreement on such location, at a location to be selected by AAA that is reasonable when accounting for the circumstances of both You and Edsoma.

17.1.2 Arbitrator’s Award. The award rendered by the arbitrator shall be final and binding on You and Edsoma and may be entered and enforced in any court having jurisdiction, subject to the rights, if any, of You and Edsoma under Tex. Civ. Prac. & Rem. Code § 171.088 or § 171.088 or 9 U.S.C. § 10 or § 11 to petition a court to vacate, modify, or correct the award. The arbitrator’s award shall include an award to the party that prevails in the arbitration for all its reasonable fees, costs, and expenses, including, without limitation, the reasonable fees of its attorneys, expert witnesses, and other consultants incurred in connection with the arbitration, as well as filing, administration, and arbitrator fees, or share thereof, for the arbitration; provided, however, that if a party to the arbitration prevails in part, and loses in part, the arbitrator shall award a reimbursement of the fees, costs and expenses incurred by such party on an equitable basis.

17.1.3 Fees and Costs of AAA and the Arbitrator. You and Edsoma shall be responsible for paying all filing, administration and arbitrator fees as provided by the AAA’s Commercial Rules, unless otherwise stated in this License Agreement. However, if You are a natural person and You are able to demonstrate that the costs of arbitration would be prohibitive to You as compared to the costs of litigating the Dispute in court, Edsoma will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration of the Dispute from being cost-prohibitive to You. In the event the arbitrator determines the claim(s) You assert in the arbitration to be frivolous, You agree to reimburse Edsoma for all fees associated with arbitration paid by Edsoma on your behalf, which You otherwise would be obligated to pay under AAA’s Commercial Rules.

17.2 Notwithstanding the preceding provisions of this Section 17, for a Dispute within the small claims jurisdiction of the Travis County, Texas Justice of the Peace: You and Edsoma agree that the exclusive fora for resolution of such a Dispute is arbitration, as provided in this Section 17, or the small claims division of the Travis County, Texas Justice of the Peace; You and Edsoma consent to and agree to jurisdiction and venue in those fora and waive any objection to those fora based on forum non conveniens; and YOU AND EDSOMA WAIVE YOUR RIGHT TO A TRIAL BY JURY.

17.3 Except as provided in this Section 17.2, if for any reason a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted exclusively in the state or federal courts located in Travis County, Texas, and You and Edsoma agree and consent to jurisdiction and venue in those courts and waive any forum non conveniens objection with respect to venue and jurisdiction in such state and federal courts.

17.4 IN ADDITION TO THE FOREGOING PROVISIONS OF THIS SECTION 17, YOU AND EDSOMA AGREE THAT YOU AND EDSOMA MAY BRING CLAIMS AGAINST THE OTHER (WHETHER IN ARBITRATION OR COURT) ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A MEMBER OR REPRESENTATIVE IN OR OF ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IN ADDITION, YOU ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS OR ACTIONS TO WHICH EDSOMA IS ALSO A PARTY AND THAT INVOLVE THE TERMS OF SERVICE, EDSOMA’S PRIVACY POLICY, OR THE SITE.

18. CORRECTIONS

There may be information on the Site 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 Site at any time, without prior notice.

19. DISCLAIMER OF WARRANTIES

19.1 THE SITE, ALL UPDATES THERETO, AND ALL CONTENT ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. THE SITE, ALL UPDATES THERETO, AND ALL CONTENT ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE. EDSOMA DOES NOT GUARANTEE THAT THE SITE, ANY UPDATE THERETO, OR ANY CONTENT ON THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. YOU ACCESS AND USE THE SITE, ANY UPDATE THERETO, AND ANY CONTENT ON THE SITE AT YOUR OWN RISK.

19.2 EDSOMA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MISAPPROPRIATION, INTELLECTUAL PROPERTY VIOLATIONS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, FOR THE SITE, ALL UPDATES THERETO, AND ALL CONTENT ON THE SITE.

19.3 THERE MAY BE TIMES WHEN THE SITE OR CONTENT ON IT MAY BE UNAVAILABLE, EITHER TEMPORARILY OR PERMANENTLY, DUE TO, FOR EXAMPLE AND WITHOUT LIMITATION, THE NEED TO PERFORM ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. WE RESERVE THE RIGHT TO DISCONTINUE, CHANGE, SUSPEND, REMOVE AND/OR DISABLE ACCESS TO THE SITE AND TO ANY CONTENT ON IT AND TO IMPOSE LIMITS ON THE USE OF, OR ACCESS TO THE SITE OR TO ANY OF THE CONTENT ON IT, IN EACH CASE AT ANY TIME AND WITHOUT NOTICE OR LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR THE DISCONTINUANCE, MODIFICATION, SUSPENSION OR REMOVAL OF, OR DISABLING OF ACCESS TO, THE SITE OR ANY CONTENT ON IT AT ANY TIME AND/OR FOR ANY PERIOD OF TIME. ALSO, FROM TIME TO TIME, WE MAY RESTRICT ACCESS TO SOME PARTS OF, OR ALL OF, THE SITE OR TO THE CONTENT ON IT, INCLUDING TO REGISTERED USERS.

19.4 YOU AGREE THAT EDSOMA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS, IN GENERAL AND TO THE EXTENT THE SITE IS TEMPORARILY NOT FUNCTIONAL BECAUSE OF THAT CONGESTION OR OVERLOAD.

19.5 EDSOMA DOES NOT WARRANT, ENDORSE, OR GUARANTEE ANY CONTENT THAT APPEARS IN CONTRIBUTIONS FROM OTHER USERS OF THE SITE, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY AND ALL SUCH CONTRIBUTIONS AND CONTENT IN THEM.

19.6 YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EDSOMA SHALL NOT BE RESPONSIBLE FOR ANY CONTRIBUTIONS FROM ANY USERS OF THE SITE (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT ASSOCIATED WITH SUCH CONTRIBUTIONS) AND THAT THE RISK OF HARM OR DAMAGE FROM ANY SUCH CONTRIBUTIONS RESTS ENTIRELY WITH YOU. YOUR RELIANCE ON, OR USE OF, ANY USER CONTRIBUTIONS IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY USER OF ANY THE SITE IN CONNECTION WITH ANY USER CONTRIBUTIONS, YOU AGREE THAT EDSOMA IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. EDSOMA RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.

19.7 EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, EDSOMA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF OR ACCESS TO THE SITE.

19.8 THE LAW OF SOME JURISDICTIONS RESTRICTS, OR ALTOGETHER PROHIBITS, CONTRACTUAL LIMITATIONS ON WARRANTIES. THEREFORE, THE FOREGOING LIMITATIONS IN THIS SECTION MIGHT NOT APPLY TO YOU EITHER IN WHOLE OR IN PART.

20. LIMITATIONS OF LIABILITY

20.1 EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL EDSOMA, ANY OF OUR AFFILIATES, SUBSIDIARIES, OWNERS, MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR IN CONNECTION WITH THESE TERMS OF SERVICE (INCLUDING ITS BREACH) OR YOUR USE OF OR ACCESS TO THE SITE OR ANY CONTENT ON IT, WHETHER OR NOT EDSOMA OR ANY OF THE OTHER ENTITIES LISTED IN THIS SECTION 20.1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

20.2 EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EDSOMA FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THESE TERMS OF SERVICE (INCLUDING ITS BREACH) OR YOUR ACCESS TO, OR USE OF, OR YOUR INABILILITY TO ACCESS OR USE, THE SITE OR ANY CONTENT ON IT EXCEED THE GREATER OF (a) $250 or (b) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO EDSOMA FOR USE OF APPLICATION(S) LICENSED BY US TO YOU DURING THE SIX (6) MONTHS PRIOR TO THE INCIDENT THAT CAUSED YOUR DAMAGE OR LOSS.

20.3 THE LAW OF SOME JURISDICTIONS RESTRICTS, OR PROHIBITS ALTOGETHER, CONTRACTUAL LIMITATIONS OF LIABILITY AND LIMITATIONS ON DAMAGES PROVISIONS. THEREFORE, THE ABOVE LIMITATIONS IN THIS SECTION MIGHT NOT APPLY TO YOU EITHER IN WHOLE OR IN PART.

21. INDEMNIFICATION

You agree to indemnify, pay the defense costs of, and hold harmless Edsoma, its subsidiaries, affiliates and its or respective directors, officers, employees, agents, contractors, and representatives (collectively, the “Edsoma Indemnitees”) from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any breach by You of these Terms of Service, including any breach by You of any warranty or representation made by You in these Terms of Service , (b) any tortious, wrongful, or illegal act or omission by You in connection with Your use of or access to the Site or any Content on it, or (c) Your violation of any right of a third-party, including any intellectual property right of a third-party, through Your use of or access to the Site or any Content on it or as a result of any of Your Contributions. You agree to pay the Edsoma Indemnitees on demand for any defense costs incurred by them and any payments made, or loss suffered by them whether in a court judgment or settlement, based on any matter covered by this Section 17. The Edsoma Indemnitees reserve the right to assume the exclusive defense and control of any claim, at Your expense, for which You are required to defend or indemnify them or hold them harmless, and if the Edsoma Indemnitees assume the defense and control of such claim, You agree to cooperate, at Your expense, with them on their defense of such claim. The rights provided to the Edsoma Indemnitees by this Section 17 are in addition to, and not to the exclusion of, any other rights they or any of them may have under statute, at law, or in equity for indemnification, payment of their defense costs, or to be held harmless.

22. USER DATA

We will maintain certain data that You transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to Your use of the Site. 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 Site. 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.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, 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 Site, 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 SITE. 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.

24. 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.

25. MISCELLANEOUS

25.1 We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

25.2 Our failure to insist on or enforce strict performance of these Terms of Service shall not be construed as a waiver by us of any provision or any right we have to enforce these Terms of Service, nor shall any course of conduct between us and You or any other party be deemed to modify any provision of these Terms of Service. Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision, or any other provision, in that or any other instance.

25.3 These Terms of Service operate to the fullest extent permissible by law. These Terms of Service and any rights and licenses granted thereby, may not be transferred, or assigned by You but may be assigned by us without restriction or notification to you. Any prohibited assignment shall be null and void.

25.4 If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be void, unlawful, or unenforceable, the court or tribunal may, if applicable law permits, modify the void, unlawful, or unenforceable provision(s) to the minimum extent needed to make it valid, legal, and enforceable, or, if the law does not permit such modification or if the court or tribunal elects not to make such modification, the void, unlawful, or unenforceable provision(s) shall be deemed severable from these Terms of Service, shall be deemed stricken from these Terms of Service, and shall not affect the validity, legality, and enforceability of any remaining provisions of these Terms of Service, which shall remain in full force and effect.

25.5 There is no joint venture, partnership, employment or agency relationship created between You and us as a result of these Terms of Service or Your use or accessing the Site.

25.6 You agree that these Terms of Service will not be construed against us by virtue of having drafted them.

25.7 You hereby waive any and all defenses You may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.

26. CONTACT US

If You have a complaint regarding the Site or a question regarding use of the Site, please contact us at:

Edsoma, Inc.

Email: support@edsoma.com

Phone: 1-888-315-1275

Address: 2021 Eagles Ridge Dr, Weatherford, TX 76087, United States

Last updated: May 28, 2024

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