StediDOCS

Service Terms

Updated May 22, 2022

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. 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.

1.8. 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.

1.9. 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. Third-party Consultants

3.1. 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.

3.2. 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.

3.3. 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.

4. Stedi Professional Services

4.1. “Stedi Professional Services” are additional services that Stedi provides under a statement of work (“SOW”) to help you use the other Services. Stedi Professional Services are “Services” for purposes of the Agreement.

4.2. Stedi may enter into a SOW with you to provide Stedi Professional Services. Each SOW (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 .

4.3. Unless specified otherwise in the SOW, Stedi will invoice you monthly for the Stedi Professional Services. Payments for Stedi Professional Services are not refundable.

4.4. 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.

4.5. Other than Third Party Content, Content that Stedi provides as part of the Stedi Professional Services is Stedi Content.

4.6. 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.

4.7. Some Developed Content may include Stedi Content or Third Party Content provided under a separate license. In the event of a conflict between Section 45.6 above and any separate license, the separate license will control with respect to such Stedi Content or Third Party Content.

4.8. 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.

4.9. Stedi will handle any personal data relating to your personnel (“Personnel”) that is provided to Stedi in connection with a SOW in accordance with the handling practices described in the Stedi Privacy Notice (available at https://www.stedi.com/docs/legal/privacy-notice). You will make the Stedi Privacy Notice available to any Personnel whose personal data you provide to Stedi or its affiliates.

4.10. Stedi will not be liable to you for any damages arising from (a) Stedi’s actions taken pursuant to any instructions or requests that you provide or approve, (b) you not following an instruction or recommendation from Stedi, (c) your delay or withholding of approval for Stedi to take a requested action, or (d) any change by you to your Stedi account.

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. 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 Reference (e.g., transaction sets, segments, elements, element dictionaries, and other data – (collectively, “EDI Data”)), including for the purpose of avoiding use of Reference.
  3. Use EDI Data to create or offer a product or service with features that are similar to Reference, where such product or service does not contain substantial, independent value and features beyond the services of 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.

5.3. Inspector

5.3.1. You will not, and will not allow any third-party to, use 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 Inspector to maintain and provide the Service (including development and improvement of the Service) and to develop and improve other Services.

5.4. Guides

5.4.1. You may not:

  1. Allow any third-party to, use the Content on Guides 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 Guides (e.g., transaction sets, segments, elements, element dictionaries, and other data – (collectively, “Guides Data”), including for the purpose of avoiding use of Guides.
  3. Use EDI Data to create or offer a product or service with features that are similar to Guides, where such product or service does not contain substantial, independent value and features beyond the services of Guides.
  4. Store or cache Guides Data, except to comply with legal, regulatory, or reasonable internal record-keeping requirements.
  5. Place any third-party advertisements on or in the Guides Data.

5.4.2. Guides enables you to create Guides Pages ("Guides Pages"), which are pages hosted by us that display information provided by you. You may be permitted to configure your Guides Pages by including your company name, brand, logo or other trademark as well as other elements and data (collectively, “Your Configurations”). You are responsible for Your Configurations as “Your Content” under the Agreement.

5.4.3. There are two types of Guides Pages:

  • “Public Guides Pages” communicate information to your external stakeholders (such as your trading partners).
  • “Private Guides Pages” communicate information to your designated internal stakeholders (such as your employees, administrators, agents, and contractors).

Any information that is displayed on a Public Guides Page is available to the public via a public URL. As such, you agree that any such information is not your Confidential Information under the Agreement and you have no expectation of privacy or confidentiality with respect to such information.

5.4.4. You agree that individual external or internal stakeholders who view a Guides Page (“Guides Page End Users”) are your “End Users” under the Agreement.

5.4.5. You agree not to remove, disable, or obscure the “Powered by Stedi” hyperlink or any other attribution we designate on your Guides Pages, unless we expressly permit you to do so in writing.

5.4.5. You agree that we may collect, copy, use, store, modify or otherwise create derivative works of, publicly perform or display, or distribute any information displayed on a Public Guides Page.

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.

5.6 Mappings

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

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

5.7 Converter

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

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