StediDOCS

Service Terms

Last updated: 31 August 2021

The Service Terms below govern your use of the Services. Capitalized terms used in these Service Terms but not defined below are either defined i) in the Stedi Customer Agreement, or ii) in other agreements with us that govern your use of the Services (collectively, the “Agreement”).

Definitions

  • “Your Content” means any “Company Content” and any “Customer Content.”
  • “Stedi Content” includes “Stedi Properties.”

1. Universal Service Terms (Applicable to all Services)

1.1. You may not transfer outside the Services any software (including related documentation) you obtain from us or third party licensors in connection with the Services without specific authorization to do so.

1.2. You must comply with current technical documentation applicable to the Services (including applicable developer guides) posted on the Stedi Site.

1.3. You will provide information or other materials related to Your Content as reasonably requested by us to verify your compliance with the Agreement. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.

1.4. You will ensure that all information you provide to us via the Stedi Site (e.g., information provided in connection with your registration for the Services, requests for increased usage limits) is accurate, complete, and not misleading.

1.5. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services and Stedi Content (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

1.6. If you and Stedi do not have an effective non-disclosure agreement in place, then you agree that you will not disclose Stedi Confidential Information (as defined in the Stedi Customer Agreement), except as required by law.

1.7. Only the applicable Stedi Contracting Party (as defined in the Stedi Customer Agreement) will have obligations with respect to each Stedi account, and no other Stedi Contracting Party has any obligation with respect to such account. The Stedi Contracting Party for an account may change as described in the Agreement. Invoices for each account will reflect the Stedi Contracting Party that is responsible for that account during the applicable billing period.

1.8. When you use a Service, you may be able to use or be required to use one or more other Services (each, an “Associated Service”), and when you use an Associated Service, you are subject to the terms and fees that apply to that Associated Service.

1.9. If you process the personal data of End Users or other identifiable individuals in your use of a Service, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.

1.10. Following closure of your Stedi account, we will delete Your Content in accordance with the Documentation.

2. Betas and Previews

2.1. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Stedi that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “developer preview,” “customer preview,”, “public preview”, “pre-release”, or “experimental”, and any related Stedi Content (each, a “Beta Service”).

2.2. You must comply with all terms related to any Beta Service as posted on the Stedi Site or otherwise made available to you. Stedi may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Services at any time. Service Level Agreements do not apply to Beta Services.

2.3. You may provide Stedi with information relating to your access, use, testing, or evaluation of Beta Services, including observations or information regarding the performance, features, and functionality of Beta Services (“Test Observations”). Stedi will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service.

2.4. Stedi may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service may automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Stedi. Notwithstanding anything to the contrary in the Agreement, after suspension or termination of your access to or use of any Beta Service for any reason, (a) you will not have any further right to access or use the applicable Beta Service, and (b) Your Content used in the applicable Beta Service may be deleted or inaccessible.

2.5. Test Observations, Suggestions concerning a Beta Service, and any other information about or involving (including the existence of) any Beta Service are considered Stedi Confidential Information.

2.6. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, BETA SERVICES AND BETA REGIONS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, STEDI IS PROVIDING BETA SERVICES AND BETA REGIONS TO YOU “AS IS.” STEDI AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES AND BETA REGIONS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES AND BETA REGIONS WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, Stedi AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. STEDI’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES AND BETA REGIONS WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

3. Stedi Professional Services

3.1. “Stedi Professional Services” are advisory and consulting services that Stedi provides to help you use the other Services, either i) under a statement of work (“SOW”), or ii) in response to ad hoc requests. Stedi Professional Services will be treated as a “Beta Service” under these Service Terms.

3.2. You represent and warrant to Stedi that the person requesting Stedi Professional Services is authorized to make such requests and procure Stedi Professional Services on your behalf and with respect to such Stedi accounts.

3.3. Stedi and its affiliates will not be liable to you for any damages arising from Stedi’s actions taken pursuant to any instructions or requests that you provide or approve.

3.4. Stedi or any of its affiliates may enter into a SOW or an addendum to the Agreement with you to provide Stedi Professional Services. For the purposes of each SOW or addendum, the term “Stedi” in the SOW, the addendum and the Agreement refers to the Stedi entity that executes the SOW or addendum, and no other Stedi entity has any obligations under that SOW or addendum. Each SOW or addendum (together with the Agreement) is intended by the parties as the final, complete, and exclusive terms of their agreement and supersedes all prior agreements and understandings (whether oral or written) between the parties with respect to the subject matter of that SOW or addendum.

3.5. Stedi does not provide legal or compliance advice. You are responsible for making your own assessment of whether your use of the Services meets applicable legal and regulatory requirements.

3.6. Other than Third Party Content, Content that Stedi provides as part of the Stedi Professional Services is Stedi Content. You are solely responsible for testing, deploying, maintaining and supporting Content provided or recommended by Stedi.

3.7. Stedi may develop Content consisting of either (a) documents and diagrams (“Documents”) or (b) software (in source or object code form), sample code, or scripts (“Software”) for you as part of the Stedi Professional Services (such Documents and Software, “Developed Content”). Subject to any non-Disclosure agreement in effect between you and Stedi, Stedi is not precluded from developing, using, or selling products or services that are similar to or related to the Developed Content. Any Developed Content provided to you by Stedi as part of the Stedi Professional Services under a SOW is licensed under the following terms:

  • Stedi licenses any Documents to you under the Creative Commons Attribution 4.0 International License (CC-BY 4.0); and
  • Stedi licenses any Software to you under the Apache License, Version 2.0.

3.8. Some Developed Content may include Stedi Content or Third Party Content provided under a separate license. In the event of a conflict between Section 3.7 above and any separate license, the separate license will control with respect to such Stedi Content or Third Party Content.

3.9. Any materials or information that you own or license from a third party and provide to Stedi for the purposes of the Stedi Professional Services are Your Content. If you choose to provide access to Your Content to Stedi, then you will ensure that you have adequate rights and permissions to do so.

3.10. Stedi and its affiliates will handle any personal data relating to your personnel (“Personnel”) that is provided to Stedi or its affiliates in connection with a SOW in accordance with the handling practices described in the Stedi Privacy Notice. You will make the Stedi Privacy Notice available to any Personnel whose personal data you provide to Stedi or its affiliates.

3.11. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, PROFESSIONAL SERVICES MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, STEDI IS PROVIDING PROFESSIONAL SERVICES TO YOU “AS IS.” STEDI AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES AND BETA REGIONS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES AND BETA REGIONS WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, STEDI AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. STEDI’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY PROFESSIONAL SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE PROFESSIONAL SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

4. Third-party Consultants

4.1. From time to time, Stedi may refer you to third-party consultants  (“Consultants”) who may offer their services (“Consultant Services”) as independent contractors, and are not employees of you or us. Stedi is not a party to the agreement between you and any Consultants for their Consultant Services, is not responsible or liable for Consultant Services, and does not guarantee the quality or accuracy of Consultant Services. For avoidance of doubt, any referral provided by Stedi is not a guarantee that the Consultant Services will be performed at any particular level of quality, speed, or to your specific requirements.

4.2. If you choose to grant Consultants access to your Stedi account, you are solely responsible and liable for (a) any actions taken by the Consultant in your account; (b) the Consultant’s use of Your Content or use of the Services or Stedi Content; (c) ensuring the Consultant complies with your obligations under the Agreement, the Acceptable Use Policy, any other Policies, and applicable laws; (d) ensuring the Consultant does not use the Services or Stedi Content in any manner or for any purpose other than as expressly permitted by the Agreement; and (e) ensuring Consultant does not attempt to (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Stedi Content or other Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (ii) reverse engineer, disassemble, or decompile the Services or Stedi Content or apply any other process or procedure to derive the source code of any software included in the Services or Stedi Content (except to the extent applicable law doesn’t allow this restriction), (iii) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (iv) resell or sublicense the Services or Stedi Content. You will immediately revoke Consultant’s access to your Stedi account if you become aware of any violation of your obligations under the Agreement caused by a Consultant with access to your Stedi account.

4.3. You release us (and our agents and employees) from claims, demands, and damages (actual or consequential) of any and every kind and nature, known or unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of Consultants.

5. Other Service-specific Terms

5.1. EDI Core

5.1.1. You will not, and will not allow any third-party to, use EDI Core to, directly or indirectly, develop or improve a similar or competing product or service.

5.1.2. You agree and instruct that: (a) we may use, and store Your Content that is processed with EDI Core to maintain and provide the Service (including development and improvement of the Service) and to develop and improve other Services.

5.2. EDI Reference

5.2.1. You may not:

  1. Allow any third-party to, use the Content on EDI Reference to, directly or indirectly, develop or improve a similar or competing product or service.
  2. Scrape, systematically collect, or duplicate the data provided to you from EDI Reference (e.g., transaction sets, segments, elements, element dictionaries, and other data – (collectively, “EDI Data”)), including for the purpose of avoiding use of EDI Reference.
  3. Use EDI Data to create or offer a product or service with features that are similar to EDI Reference, where such product or service does not contain substantial, independent value and features beyond the services of EDI Reference.
  4. Use, incorporate, modify, distribute, provide access to, or combine any EDI Data in a manner that would subject the EDI Data to open-source or open-database license terms that require any part of the EDI Data to be disclosed to third parties, licensed to third parties for the purpose of making derivative works, or redistributed to third parties at no charge.
  5. Store or cache EDI Data, except to comply with legal, regulatory, or reasonable internal record-keeping requirements.
  6. Place your company name or marks, or any third-party advertisements, on or in the EDI Data.

5.3. EDI Inspector

5.3.1. You will not, and will not allow any third-party to, use EDI Inspector to, directly or indirectly, develop or improve a similar or competing product or service.

5.3.2. You agree and instruct that: (a) we may use, and store Your Content that is processed with EDI Inspector to maintain and provide the Service (including development and improvement of the Service) and to develop and improve other Services.

5.4. EDI Specifications Catalog

5.4.1. You may not:

  1. Allow any third-party to, use the Content on the EDI Specifications Catalog to, directly or indirectly, develop or improve a similar or competing product or service.
  2. Scrape, systematically collect, or duplicate the data provided to you from EDI Specification Catalog (e.g., transaction sets, segments, elements, element dictionaries, and other data – (collectively, “Specifications Data”), including for the purpose of avoiding use of EDI Specifications Catalog.
  3. Use EDI Data to create or offer a product or service with features that are similar to EDI Specifications Catalog, where such product or service does not contain substantial, independent value and features beyond the services of EDI Specifications Catalog.
  4. Store or cache Specifications Data, except to comply with legal, regulatory, or reasonable internal record-keeping requirements.
  5. Place your company name or marks, or any third-party advertisements, on or in the Specifications Data.

5.5. API Keys

5.5.1. We may invalidate credentials you have created if we determine in our reasonable discretion that a change is necessary for the protection of your Stedi account and resources, and we will promptly notify you of any such change.