Terms of Use

REEDGE TERMS OF USE

EFFECTIVE DATE: November 20, 2009

WELCOME TO THE REEDGE WEBSITE (THE “WEBSITE”) AND SERVICE (THE “SERVICES”).  USE OF AND ACCESS TO THE WEBSITE AND THE SERVICES IS SUBJECT TO YOUR COMPLIANCE WITH THE FOLLOWING TERMS.  REEDGE RESERVES THE RIGHT TO LIMIT OR TERMINATE YOUR ACCESS TO BOTH IF YOU DON’T COMPLY.

ACCEPTANCE OF TERMS

Your access to, and permission to use, the Services are governed by these Terms of Use.  PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR THE SERVICES. BY ACCESSING AND USING THIS WEBSITE IN ANY WAY YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE, DO NOT USE THIS WEBSITE OR THE SERVICES IN ANY MANNER. These Terms of Use are entered into by and between Reedge and you.

SUBSCRIPTIONS, REGISTRATION

To use the Services, you are required to register by establishing a profile.  Certain Services are only accessible to you if you pay additional fees.  Failure to provide the information requested will result in a failed registration and no access to the Service.

PAYMENT FOR SERVICES

To use the Services, you are required to pay the fees described on the Website by giving your credit card information and agreeing that Reedge may charge that credit card a monthly fee until you close your account.  The monthly fee is set forth http://www.reedge.com/products-services/pricing-sign-up. Reedge may terminate your account or suspend provision of the Services in the event that a monthly charge is rejected by the credit card company.  Reedge reserves the right to modify its billing terms, including payment and deposit requirements, at any time, and such modified billing terms will be reflected in an updated version of such terms posted on or linked from the Reedge Website or by e-mail notification to you. If you do not consent to such modified terms, you may renegotiate or terminate the program and the associated program terms at any time by providing written notice to Reedge within thirty (30) days of such notice; or you may direct Reedge to stop charging your credit card and to close your account.  No refunds under any circumstances.

CONTENT

Reedge provides certain areas of its Website where customers may post comments and other content.  Reedge does not monitor those areas or exercise any editorial control over the content posted there.  You agree to use those areas only for lawful purposes.  You also waive any proprietary rights and confidentiality in any content you contribute to those areas of the Website.  You agree not to copy, modify or distribute any content posted on the Website by others.  Reedge may use the content posted in those areas of its Website in any manner it wishes.  Reedge may terminate your access to those areas at any time in its sole discretion.

LIMITATIONS ON YOUR USE OF THE REEDGE SERVICE

You agree not to do any of the following: (i) access or use the Services for any purpose other than for your company’s internal business purposes; (ii) permit any third party to access or use the Services; (iii) distribute any data collected by you through the use of the Services to any third party; (iv) access or use the Services not in accordance with these Terms of Use; (v) impersonate any other person or entity, whether actual or fictitious, including impersonating an employee of Reedge; (vi) use any data in violation of any applicable law or regulation; (ix) attempt to decipher, decompile, disassemble, or reverse engineer any of the Services; (x) distribute, modify, or copy the Services or pages from the Website; (xi) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels; (xi) share or disclose your password with anyone, whether within your organization or otherwise (you are responsible for safeguarding the password, and you agree not to allow any third party to access or use the Services); and (xii) use or download data about individual visitors to your website (you may use aggregated data only).  You agree to immediately notify Reedge of any unauthorized use of your password.

PRIVACY POLICY

Reedge respects your desire for privacy. Reedge’s Privacy Policy can be found http://www.reedge.com/privacy-statement. By using the Website, you are consenting to the terms of our Privacy Policy.

LINKS TO THIRD PARTY WEB SITES

This Website may contain links to third-party sites which are not under the control of Reedge, and Reedge is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites.  Reedge is providing these links to you only as a convenience, and the inclusion of any link does not imply that Reedge endorses or accepts any responsibility for the content on such third-party site.

CONFIDENTIALITY

Your access to, and use of, the Services may give you access to information that is confidential to Reedge (“Confidential Information”). Confidential Information includes any information that is clearly identified as confidential, and any written or oral information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential.  Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of yours; (ii) was rightfully in your possession prior to the disclosure and had not been obtained by you either directly or indirectly from Reedge; (iii) is rightfully disclosed to you by a third party without restriction on disclosure; (iv) is independently developed by you without use of or reference to Reedge’s Confidential Information.  You agree to use commercially reasonable care (but in no case less care than it uses to protect its own Confidential Information) to prevent the disclosure of the Confidential Information to any third party.  You may disclose Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, that you first have given sufficient and prompt written notice to Reedge of the receipt of any subpoena or other request for such disclosure and have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.

COMPETITION

The Services are not available to competitors of Reedge, and competitors of Reedge are hereby expressly prohibited from using or accessing the Services.  Furthermore, by using the Services, you are certifying that you are not a competitor of Reedge and that you will not share or otherwise disclose the Services or the data collected through the use of the Services with a competitor of Reedge. You further agree that you will not in the future engage in competitive business with Reedge.

DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, REEDGE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT.

YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. REEDGE WILL HAVE NO RESPONSIBILITY FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE REEDGE SERVICES. REEDGE DOES NOT GUARANTEE THE ACCURACY OR VALIDITY OF ANY DATA COLLECTED THROUGH THE USE OF THE SERVICES.

REEDGE SHALL NOT BE RESPONSIBLE FOR YOUR USE OF THE SERVICES OR ANY CHANGES TO OR DISABLEMENT OF THE FUNCTIONALITY OF YOUR WEBSITES THAT MAY OCCUR THROUGH THE USE OF THE SERVICES.  REEDGE DOES NOT CLAIM THAT THE DATA AND INFORMATION YOU OBTAIN THROUGH THE USE OF THE SERVICES WILL BE ACCURATE, TIMELY, COMPLETE, RELIABLE, VALID OR ERROR-FREE.  YOU RELY ON THE DATA YOU OBTAIN THROUGH THE USE OF THE SERVICES AT YOUR OWN RISK.

YOU HEREBY RELEASE REEDGE FROM ANY SUCH RESPONSIBILITY OR LIABILITY.

INDEMNITY

You agree to defend, indemnify, and hold harmless Reedge, its officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal and accounting fees), arising out of (i) your violation of these Terms of Use, and/or (ii) violation of applicable law.

TERMINATION

Reedge reserves the right to terminate your access to the Website and the Services at any time and for any reason in its sole discretion, including without limitation, any violation of these Terms of Use.

COPYRIGHT AND TRADEMARKS INFORMATION

COPYRIGHT NOTICE: Copyright © 2009 Reedge, Inc. All Rights Reserved.

REEDGE is a trademark of Reedge, Inc.  All other trademarks, trade names, service marks, service names are the property of their respective holders.

WAIVER AND LIMITATION OF LIABILITY

YOU AGREE THAT REEDGE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE TO YOU OR ANY USER OF YOUR ACCOUNT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR MISUSE OF THE WEBSITE OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THE USE OR MISUSE OF THE WEBSITE AND THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

GENERAL INFORMATION

The Terms of Use constitute the entire agreement between you and Reedge and govern your use of the Website and the Services, superseding any prior agreements between you and Reedge relating to your use of this Website or our Services (including, but not limited to, any prior versions of the Terms of Use). You also may be subject to additional terms and conditions that may apply when you use third-party content or third-party software.

By accessing the Website and using the Services you agree that the statutes and laws of the United States and the State California, without regard to any principles of conflicts of law, will apply to all matters relating to the use of this Website, and you further agree that any litigation shall be subject to the exclusive jurisdiction of the courts in Santa Clara County, California, USA.

The failure of Reedge to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms of Use to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

MODIFICATION OF TERMS OF USE

Reedge reserves the right, at Reedge’s sole discretion, to change, modify, update, add, or remove portions of the Terms of Use at any time with or without notice. Please check these Terms of Use periodically for changes. Your continued use of this Website and the Services following the posting of changes to the Terms of Use will signify your acceptance of those changes.

EFFECTIVE DATE

The effective date of this version of the Terms of Use is November 20, 2009.