Terms of Service

Effective date: December 15th, 2020

THESE TERMS OF SERVICE (these “Terms”) GOVERN YOUR (“you” or “your” or “Customer”) ACCESS AND USE OF THE SERVICES PROVIDED BY STEDI INC. (“we,”, “us”, “our” or “Stedi“).

BY ACCEPTING THESE TERMS, EITHER BY CHECKING A BOX AND/OR CLICKING A BUTTON INDICATING YOUR ACCEPTANCE (the earlier to occur, the “Effective Date”) YOU AGREE TO THE PROVISIONS OF THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE DEFINED TERMS “you” and “your” and “Customer” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE PROVISIONS AND CONDITIONS OF THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.

PLEASE NOTE THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN THE RESOLUTION OF CLAIMS BETWEEN STEDI AND YOU. PLEASE SEE THE AGREEMENT TO ARBITRATE SECTION FOR COMPLETE DETAILS.

To be eligible to register for a Stedi customer account (a “User Account”) in order to use the Services, you must review these Terms and accept them by clicking on the “Create Account” button or other mechanism provided. Your creation of a User Account, and clicking of the “Create Account” button, signifies your acceptance of these Terms.

When the term “Services” is used in these Terms, it means all products and services that Stedi offers, and that you register for through your User Account.

The following are several defined terms. Additional defined terms also appear throughout these Terms:

  1. The term “Authorized User”, with respect to an Organization (defined below), means a User Account that an Administrator of such Organization authorizes to engage in Stedi Transactions on behalf of such Organization.  Such Organization is responsible for all of the actions and omissions of Authorized Users on behalf of such Organization.
  2. “Customer Application” means any external software application or service that are integrated with the Services.
  3. “Documentation” means all of the Service and API instruction manuals and guides, code samples, on-line help files and technical documentation made publicly available by us for the Services, and as may be updated from time to time.
  4. An “Organization” is a User Account or group of User Accounts established to engage in Stedi Transactions with Trading Partners.
  5. “Stedi API” and “API” mean an application programming interface for the Services (or feature of the Services) provided to you by Stedi.
  6. A “Stedi Transaction” is the transmission or receipt of electronic data with a Trading Partner or Stedi.
  7. A “Trading Partner” is another Stedi Organization with whom an Organization conducts Stedi Transactions.

  1. Your Stedi User Account

    To use the Services, you must be over sixteen (16) years of age, create a User Account and become part of an Organization (as described below). As part of the User Account creation process, you must provide a valid e-mail address and select a password. You must provide true, accurate, current and complete information about yourself.
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    You agree to take all reasonable precautions to prevent unauthorized access to or use of the Services through your User Account and will notify us promptly at support@stedi.com of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your User Account. You will be responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you to connect to, access, and use the Services.

  2. Your Organization

    In order to use the Services to engage in Stedi Transactions, your User Account must be part of an Organization. You may establish an Organization, or be invited to join an existing Organization. The User Account that establishes an Organization is the initial Administrator with respect to such Organization. Any Administrator of an Organization shall have the right to invite other User Accounts to join such Organization, and to designate any such User Account as an additional Administrator. An “Administrator” is a User Account associated with an Organization that has access to all Stedi Services on behalf of such Organization. The Administrator(s) of an Organization shall be responsible and liable for the acts and omissions of such Organization, and all User Accounts, to the extent associated with such Organization.  To the extent that there are multiple Administrators with respect to an Organization, such Administrators shall be jointly and severally liable for such acts and omissions.
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    If you establish an Organization or, as an Administrator, invite another User Account to be an Administrator with respect to an Organization, you represent to Stedi and to other Organizations that you and all such Administrators have the authority to bind such Organization in connection with all Stedi Transactions conducted by such Organization. When an Administrator invites another User Account(s) to become part of the associated Organization, such Administrator represents to Stedi and to other Organizations that such other User Account(s) has/have the authority to bind such Organization in connection with all Stedi Transactions conducted by each such User Account on behalf of such Organization.  

    All use of the Services by you and, as applicable, Authorized Users authorized by an Administrator of your Organization, must strictly conform to Stedi’s Acceptable Use Policy (“AUP”) in effect at the time of use, located at https://stedi.com/aup and the Administrator(s), on behalf of such Organization, agree to inform all Authorized Users of the requirements of these Terms. The Administrator(s) of an Organization are responsible for all use of the Services by Authorized Users of such Organization, whether that use is authorized or not, including the quality and integrity of its Customer Data and each Customer Application. Such Administrator(s) are also responsible for all acts and omissions of the Authorized Users of such Organization if authorized by any Administrator of such Organization.

  3. Use of the Services

    1. Stedi’s Provision of the Services
      We will make the Services available to you in accordance with these Terms and the Documentation. The Services will comply with laws and regulations applicable to Stedi’s provision of the Services, generally, to its customers.  You are responsible for assuring that your use of the Services complies with laws and regulations applicable to you and your business.
    2. Your Use of the Services  
      Subject to these Terms, you may use the Services, on a non-exclusive basis, solely, and to the extent applicable, in connection with and as necessary and through your Authorized Users, for your activities pursuant to these Terms, including through your Customer Applications. Additionally, you may use the Documentation and Stedi APIs, as needed, solely to develop, or integrate the Services with, your Customer Application(s).
    3. Your Customer Data  
      Authorized Users may submit content or information to the Service, such as transactions, messages, or files (“Customer Data”), and provide us with instructions on what to do with it.  For example if you are an Administrator of an Organization, you may provision or de-provision access to the Services by Authorized Users, enable or disable connections with Trading Partners, enable or disable third party integrations, and manage permissions and settings. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the Documentation for more information about these choices and instructions.  An Administrator of an Organization  must: (i) inform Authorized Users of all of Organization policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (ii) ensure the transfer by such Organization, and processing by us, of Customer Data under these Terms is lawful.  We may review the conduct of Authorized Users for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way you or your Authorized Users choose to use the Services to store or instruct us to process any Customer Data.  You acknowledge that your Customer Data will be disclosed to your Trading Partners, as necessary in connection with any Stedi Transaction.
    4. Your Trading Partner Relationships
      ‍      By using the Services, you may choose to engage in Stedi Transactions with your Trading Partners.  You, and not Stedi are responsible for the content of all Stedi Transactions conducted through your User Account and by or on behalf of your Organization.  For example, if such content relates to the purchase or sale of products or services that you sell or purchase from Trading Partners through your use of the Services, you, and not Stedi, are solely responsible for the nature and quality of the products or services you sell or purchase, and for delivery, support, refunds, returns, and for any other ancillary services provided by or to your Trading Partners.  Stedi provides the Services, but has no way of knowing if any particular Stedi Transaction is accurate or correct, or typical for your business or organization. Stedi is not responsible for the accuracy of messages sent between and among Trading Partners, such as you purchasing one item when you intended to order another, and any suspicious behavior related thereto, such as unusual or large purchases, or a request for delivery to a new address. You are solely responsible for any losses incurred by you due to any inaccurate or fraudulent commercial transactions described in or contemplated by Stedi Transactions in connection with your use of the Services.
    5. Services Usage Restrictions
      ‍      With regard to the Services, if you are an Administrator of an Organization, you agree that: (a) except to make the Services available to your Authorized Users (if applicable), including through a Customer Application as permitted herein, you will not transfer, resell, lease, license or otherwise make available the Services to third parties or offer them on a standalone basis; (b) you will ensure that the Services are used by you and your Authorized Users in accordance with all applicable law and third party rights, as well as these Terms, as amended from time to time; (c) you will ensure that we are entitled to use your Customer Data, as needed to provide the Services. Additionally, with respect to your User Account:  (i) you will not use the Services in any manner that violates any applicable law; (ii) you will not use the Services to create, train, or improve (directly or indirectly) a substantially similar product or service; and (iii) you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Services.
    6. Suspension of Services
      ‍      In addition to suspension of the Services for non-payment of fees as described in Section 5.3, we may also suspend the Services immediately upon notice if: (a) you violate (or give us reason to believe you have violated) any provision of these Terms, including the AUP; (b) there is reason to believe that your use of the Services or the traffic created from your use is fraudulent or adversely impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding; or (e) there is any use of the Services by you (or, with respect to your Organization, any Authorized Users) that, in our judgment, threatens the security, integrity or availability of the Services.  Stedi will use commercially reasonable efforts to: (x) provide you with notice and an opportunity to remedy any such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension (e.g., to a certain subset of traffic); and (z) lift the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
    7. Changes to the Services
      ‍      The features and functions of the Services, including the Stedi API, may change over time.  It is your responsibility to ensure that calls or requests you make to the Services are compatible, at all times, with the then-current version of the Services.
    8. Beta Offerings
      ‍      From time to time, we may make Beta Offerings (defined below) available to you at no additional charge. You may choose to try such Beta Offerings in your sole discretion. We may discontinue Beta Offerings at any time in our sole discretion and may decide not to subsequently make a Beta Offering generally available as part of the Services. For avoidance of doubt, such Beta Offerings are not “Services” under these Terms. “Beta Offerings” means services that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features and documentation offered by Stedi.
    9. Your Affiliates
      ‍      An “Affiliate” means any person or entity that controls an entity, is controlled by a person or entity, or under common control with an entity, such as a subsidiary, parent company, or employee. The term “control” means more than 50% ownership of the equity interests of an entity. Your Affiliates are not permitted to use the Services under these Terms, as accepted by you. Instead, your Affiliates need to accept our Terms of Service on their own behalf.  If you authorize your Affiliates to use the Services under these Terms, then you and those Affiliates will be jointly and severally responsible for the acts and omissions of your Affiliates, including their breach of these Terms. You acknowledge that Stedi has no direct contractual relationship with any of your Affiliates that have not separately accepted Stedi’s Terms of Service.

  4. Use of Customer Data

    1. Data Privacy
      ‍      You acknowledge that you have read our Privacy Policy, in effect at the time that you transmit Customer Data to us through your use of the Services, and understand that it sets forth how we collect, store, use and disclose your Customer Data, including personal data. If you do not agree with our Privacy Policy, then you must immediately stop using the Services.
    2. Our Processing
      ‍      By your submission of Customer Data in connection with your use of the Services, you instruct us to use, process and disclose Customer Data as necessary to: (a) provide the Services consistent with these Terms and Stedi's Privacy Policy, including detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use of the Services; and (b) respond to any technical problems or your queries and ensure the proper working of the Services. You acknowledge that we send certain data via email, which is an insecure medium that is generally not encrypted in transit.  Security of information transmitted through the Internet can never be guaranteed and, accordingly, we are not responsible for any interception or interruption of any communications through the Internet or for changes to or loss of Customer Data in connection with the Services.
    3. Anonymized Data
      ‍      Stedi may use aggregated, anonymized Customer Data and derivative datasets (“Stedi Data”) to: (a) mitigate fraud, financial loss, or other harm to Stedi Customers; (b) analyze and improve Stedi products, systems, and tools; (c) provide Stedi Services to Stedi Customers; (d) generate marketing materials; and (e) provide Stedi Data to third parties at Stedi’s discretion.  Stedi Data does not identify you or any Authorized User or other individual, and no such identity can be derived from Stedi Data.
    4. Data Storage Location
      ‍      Stedi may process and store the Customer Data anywhere Stedi or its subcontracts, agents and suppliers maintain facilities. By using the Services, Customer consents to this processing and storage of Customer Data.
    5. Our Removal Rights
      ‍      If we believe that there is a violation of these Terms that can simply be remedied by your removal of certain Customer Data or disabling of a Third Party Plug-In, we will, in most cases, ask you to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if you do not take appropriate action, or if we believe there is a credible risk of imminent harm to us, the Services, Authorized Users, or any third parties.
    6. Sensitive Data
      ‍      Customer acknowledges that the Services are not intended for the processing of Sensitive Data, as defined below. Customer is responsible for ensuring that suitable safeguards are in place prior to transmitting or processing any Sensitive Data through the Services, or prior to permitting Authorized Users to transmit or process Sensitive Data through the Services. Except in the context of a specific and separate agreement between you and Stedi regarding the processing of Sensitive Data, any transmission or processing of Sensitive Data is solely at your own risk. Stedi will have no additional liability due to the nature of such Sensitive Data, including any indemnification obligations, in connection with any Sensitive Data transmitted or processed via the Services.  “Sensitive Data” means: (a) social security number, passport number, driver’s license number, or similar governmental identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), financial information, banking account numbers or passwords; (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords, mother’s maiden name, or date of birth; (f) criminal history; or (g) any other information or combinations of information that falls within the definition of “special categories of data” (or similar designation) under any other applicable law relating to privacy and data protection.
    7. Personal Health Information
      ‍      Unless you have entered into a separate written agreement with Stedi to the contrary, you acknowledge that we are not a “Business Associate” as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced (“HIPAA”), and that the Services are not HIPAA compliant. You must not use, disclose, transmit or otherwise process any “Protected Health Information” as defined in HIPAA (“PHI”) through the Services. You agree that we cannot support and have no liability for PHI received from Customer, notwithstanding anything to the contrary herein.

  5. Fees, Payment Terms, Taxes

    1. Fees
      ‍      You agree to pay fees in accordance with the rates listed at stedi.com/pricing (“Fees”) based on your use of the Services.
    2. Taxes
      ‍      You shall be responsible for and shall pay all Taxes imposed on or with respect to the Services that you use. “Taxes” means all applicable federal, state and local taxes, fees, charges, including, without limitation, sales and use taxes, utility user’s taxes or fees, excise taxes, VAT, GST, other license or business and occupations taxes, franchise fees and universal service fund fees or taxes. For purposes of this Section 5.2, Taxes do not include any Taxes that are imposed on or measured by our net income, property tax, or payroll taxes.
    3. Payment Terms
      ‍      You will make all of the payments due hereunder by either credit card or authorization of ACH transfer.  We may suspend your access to use of the Services in the event that you fail to pay Fees or Taxes when due, or if your payment method fails. At our discretion, we may notify you prior to any such suspension and give you an opportunity to cure such failure.
    4. Disputes
      ‍      If you wish to dispute any Fees or Taxes, you must act reasonably and in good faith and you must cooperate diligently with us to resolve the dispute. You must notify us, in writing, if you dispute any portion of any Fees or Taxes paid or payable by you pursuant to these Terms within thirty (30) days of the date we charge you. We will work together with you to resolve the dispute promptly.

  6. Ownership and Confidentiality

    1. General
      ‍      ‍As between you and Stedi, we exclusively own and reserve all rights, title and interest in and to the Services, Stedi API, Documentation, our Confidential Information (defined below) and all Stedi Data.  As between you and Stedi, you exclusively own and reserve all rights, title and interest in and to each Customer Application, Customer Data and your Confidential Information.
    2. Feedback
      ‍      ‍We shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services and our business any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or on your behalf, solely as such information relates to the Services and/or our business.
    3. Confidentiality
      ‍      ‍You and we shall each keep confidential and shall not use or disclose for any purpose, other than to exercise rights and perform responsibilities hereunder, any information disclosed by the other in connection with these Terms and the Services, whether disclosed prior to, on, or after the date that you first accept these Terms, which is either marked as confidential (or words of similar import) or is of a nature or disclosed in such a manner as would put a reasonable person on notice as to the confidential or proprietary nature of the information (collectively “Confidential Information”).  Without limiting the scope of the foregoing, our Confidential Information shall include non-public aspects of the Services, the Stedi API and the Documentation, and your Confidential Information shall include your Customer Data.  The foregoing shall not apply to information that: (a) is publicly known at the time of disclosure or subsequently becomes publicly known other than through a breach of this Section 6.4; (b) is lawfully received from a third party not subject to confidentiality terms with the disclosing party with respect to such information; and (c) was independently developed by the receiving party without reference to the Confidential Information of the disclosing party, as established by the written records of the receiving party.  In the event that Confidential Information is required to be disclosed under a legal requirement, the receiving party shall: (i) give the disclosing party reasonable written notice prior to disclosure pursuant to such requirement (unless prohibited by such requirement); (ii) use diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and allow the disclosing party to participate in the proceeding; and (iii) comply with any applicable protective order or equivalent.  Since no adequate remedy may exist at law for an actual or threatened breach of this Section 6.3, in the event of an actual or threatened breach of the provisions of this Section 6.3, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

  7. Representations and Warranties;
    Warranty Disclaimer

    1. Customer Data
      ‍      You represent, warrant and covenant, on your own behalf with respect to your User Account, and (if you are an Administrator of an Organization) on behalf of your Authorized Users, that you have provided (and will continue to provide) adequate notices, and have obtained (and will continue to obtain) the necessary permissions and consents, to provide Customer Data to us for use, processing and disclosure pursuant to these Terms and your use of the Services.
    2. Services
      ‍      We represent, warrant and covenant that the Services will perform materially in accordance with the applicable Documentation. Stedi’s sole obligation, and your sole and exclusive remedy, in the event of any failure by Stedi to comply with this Section 7.2 will be for Stedi to use commercially reasonable efforts to correct such failure.
    3. Export Controls
      ‍      The Services may be subject to applicable export control and economic sanctions laws of the U.S. and other jurisdictions. We and you each agree to comply strictly with all domestic and international export laws and economic sanctions regulations, in the case of us, in providing the Services and, in the case of you, in receiving and using the Services.  To the extent consistent with these Terms, you will obtain any necessary license or other authorization to export, re-export, or transfer the Services. These laws include restrictions on destinations, Authorized Users, and end use. Without limitation, you may not transfer or permit use of the Services without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List). We represent that we are not named on a U.S. government exclusion list. You represent that neither you nor any Authorized User using the Services are not named on a U.S. government exclusion list, and you further covenant  that you will immediately discontinue use of the Services if you or any Authorized User using the Services is placed on any such list.
    4. Disclaimers
      ‍      EXCLUDING OUR EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, THE SERVICES ARE PROVIDED “AS IS,” AND WE MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. WE ADDITIONALLY DISCLAIM ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA OFFERING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WE WILL NOT BE LIABLE AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU WITH RESPECT TO SENSITIVE DATA THAT YOU OR ANY AUTHORIZED USER SENDS TO US.

  8. Indemnification

    1. Our Indemnity
      ‍      We will defend you against any claim, demand, suit, or proceeding (“Claim”) made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify you for any damages awarded against you in connection with any such Claim; provided that: (a) you promptly notify us of such Claim; (b) we have sole and exclusive authority to defend and/or settle any such Claim (provided that we may not settle any Claim that does not provide for a full release of you without your prior written consent, which will not be unreasonably withheld); and (c) you reasonably cooperate with us in connection with such Claim, at our expense.  If your use of the Services has become, or in our opinion is likely to become, the subject of any claim of infringement, we may at our option and expense: (i) procure for you the right to continue using and receiving the Services; (ii) replace or modify the Services to make the Services non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate your access to the Services by terminating your User Account and these Terms.  We will have no liability or obligation with respect to any Claim to the extent that such Claim arises from: (A) use of the Services by you not in accordance with these Terms; (B) modification of the technology underlying the Services by any party other than Stedi, without our express written consent; (C) Customer Data or Customer Applications or (D) the combination, operation or use of the Services with other applications, portions of applications, product(s) or services not authorized or recommended by us in writing (including within the Documentation, where the Services would not otherwise be infringing (clauses (A) through (D), “Excluded Claims”).  Subject to Stedi’s full compliance with this Section 8.1, this Section 8.1 states our sole and exclusive liability and obligation, and your exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
    2. Your Indemnity
      ‍      You will defend Stedi against any Claim made or brought against us by a third party arising out of the Excluded Claims, any Stedi Transaction (or any commercial transaction described in or contemplated by any Stedi Transaction) or other act or omission of you or any Authorized User in connection with the Services or these Terms, or your failure to comply with the AUP, and you will indemnify us for any damages awarded against is in connection with any such Claim; provided that: (a) we promptly notify you of such Claim; (b) you have sole and exclusive authority to defend and/or settle any such Claim (provided that you may not settle any Claim that does not provide for a full release of Stedi without our prior written consent, which will not be unreasonably withheld); and (c) we reasonably cooperates with you in connection therewith, at your expense.

  9. Limitation of Liability

    1. Limitation of Liability
      ‍      OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 8 OR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 4.6, SECTION 4.7 OR SECTION 6.4, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) EXCLUDING YOUR PAYMENT OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE GREATER OF: (I) AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH CLAIM; AND (II) ONE HUNDRED DOLLARS ($100.00).

  10. Term; Termination

    1. Term
      ‍      These Terms, as may be updated from time to time, will commence on the date they are accepted by you, and continue until terminated in accordance with Section 10.2 below (such aggregate duration, the “Term”).
    2. Termination
      ‍      You may terminate these Terms, for any reason, upon thirty (30) days' prior written notice to Stedi.  We may terminate these Terms: (a) in the event you commit any material breach of these Terms and fail to remedy that breach after we notify you of that breach; and (b) in the event that we determine that your User Account has been dormant or otherwise unused for an unreasonably lengthy period of time, provided that prior to any such termination for such dormancy we will send an e-mail to the most recent address that we have for your User Account. The effect of any such termination will be the termination of your User Account and the cessation of your and all of your Authorized Users’ access to the Services.
    3. Survival
      ‍      Sections of these Terms that by their nature, or to give effect to their meaning, must survive expiration or termination of these Terms, shall survive any expiration or termination of these Terms.

  11. General

    1. Changes to These Terms
      ‍      Stedi may revise these Terms from time to time.  Written notice of such revisions will be given through an email to an Administrator of your Organization. The updated version of these Terms will supersede all prior versions as of the effective date provided in the notice.  When you access or use the Services on or after the effective date of the changes to the Terms, you are deemed to have accepted the updated version of these Terms. If you don’t agree to the updated Terms, you are no longer permitted to use the Services and must stop using the Services immediately.
    2. Compliance with Laws
      ‍      You will comply with the applicable law relating to your respective activities pursuant to these Terms.  We will provide the Services in accordance with laws applicable to our provision of the Services to its customers generally (i.e., without regard for your or any other customer’s particular use of the Services), and subject to your use of the Services in accordance with these Terms, the Documentation and AUP.
    3. Patent Assertion Entities
      ‍      You agree and acknowledge that if you are a Patent Assertion Entity (defined below) or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you will not, during the Term or thereafter, assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Stedi that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). A “Patent Assertion Entity”, sometimes referred to as a “non-practicing entity” or a “patent troll”, is: (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights; or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in subsection (a) of this Section 11.2.
    4. Assignment
      ‍      You may not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent.  Any attempt by you to assign, delegate, or transfer these Terms will be void. Subject to the foregoing, these Terms will be binding on you and Stedi and our respective successors and assigns.
    5. Amendment; Waiver
      ‍      Except as otherwise provided herein, including our right to modify and update these Terms as described above, any waiver, amendment or other modification of these Terms will not be effective unless in a physical writing, manually executed by the parties (e.g., no e-mail correspondence or other form of electronic contracting shall serve to amend, modify or waive any portion of these Terms), provided that signatures delivered: (a) by facsimile; (b) by scanned and e-mailed .PDF format (or equivalent) file; and (c) through a nationally or internationally recognized digital transaction management service (e.g., DocuSign), shall be deemed a manually executed physical writing.  No other course of conduct shall operate to waive, amend or modify these Terms.  The waiver by either party of any of its rights or remedies in a particular instance will not be deemed a waiver of the same or different right or remedy in subsequent instances.
    6. Relationship
      ‍      Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties to these Terms, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing contained in these Terms or otherwise will give rise or is intended to give rise to any rights of any kind to any third parties.  Nothing in these Terms is intended or shall be construed as a third party beneficiary agreement, nor shall these Terms confer, convey or be deemed to accord any rights to any third party.
    7. Unenforceability
      ‍      If a court of competent jurisdiction determines that any provision of these Terms is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of these Terms will remain in full force and effect and bind the parties according to its terms.
    8. Construction
      ‍      Words importing the singular include the plural, words importing any gender include every gender and words importing persons include entities, corporate and otherwise; and (in each case) vice versa.  The section headings are for ease of reference only and shall not affect the interpretation or construction of these Terms.  Whenever the terms “including” or “include” are used in these Terms in connection with a single item or a list of items within a particular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of the items within such classification.  
    9. Cumulative Remedies
      ‍      Unless expressly provided to the contrary herein, all remedies set forth in these Terms are cumulative and not exclusive of any other remedies of a party at law or in equity, statutory or otherwise.
    10. Notices
      ‍      Any notice required or permitted to be given hereunder will be given in writing to the party, in your case at the e-mail address designated by you when you established your User Account, and in our case’s case, at legal@stedi.com.  You may change your address by written notice to us.
    11. Entire Agreement
      ‍      These Terms comprise the entire agreement between Stedi and you with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written).  No oral or written information or advice given by us, our agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms.
    12. Force Majeure
      ‍      Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, pandemic or other public health emergency, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
    13. Government Terms
      ‍      We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any of your Authorized Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred. The Services were developed fully at private expense.
    14. Governing Law and Venue
      ‍      The enforceability and interpretation of Section 12 (Agreement to Arbitrate) will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from Section 12, these Terms will be governed by and interpreted according to the laws of the State of California, United States of America, without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. Both parties hereby exclude the application of the Uniform Computer Information Transactions Act (“UCITA”), the United Nations Convention on the International Sale of Goods (“CISG”) and any law of any jurisdiction that would apply UCITA or CISG or terms equivalent to UCITA or CISG to these Terms.  Except as provided in Section 12, any legal suit, action or proceeding arising out of or related to these Terms or the Services shall be instituted in either the state or federal courts having jurisdiction over San Francisco County, California, and we each consent to the exclusive personal jurisdiction of these courts for such purposes.

  12. Agreement to Arbitrate

    1. NOTICE
      ‍      UNLESS YOU OPT-OUT AS SET FORTH BELOW, YOU AND STEDI AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
    2. Covered Disputes
      ‍      Any dispute, even if it involves a third party, between you and Stedi, its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates (collectively for purposes of this section, “Stedi”) arising from or relating to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of this arbitration provision, but excluding the claims set forth in Section 12.4 below (collectively, “Covered Disputes”) will be settled by binding arbitration. Prior to initiating any arbitration, the initiating party will give the other party at least sixty (60) days' advanced written notice of its intent to file for arbitration. Stedi will provide such notice by e-mail to your e-mail address on file with Stedi and you must provide such notice by e-mail to legal@stedi.com. During such sixty (60) day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.
    3. Arbitration
      ‍      Any arbitration shall be administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated (as applicable, the “JAMS Rules”), excluding any rules or procedures governing or permitting class actions. Arbitration shall be commenced by either party in accordance with the applicable JAMS Rules and shall take place in San Francisco, California. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to Covered Disputes, including whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
    4. Exceptions to Agreement to Arbitrate
      ‍      You and Stedi each agree that we will go to court to resolve disputes relating to: (a) your or Stedi’s intellectual property (e.g., trade secrets, copyrights, trademarks, trade dress, patents) including Confidential Information; or (b) your violation of the AUP.
    5. Class Action Waiver
      ‍      Both you and Stedi each agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you nor Stedi can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). The arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Stedi customers, and cannot be used to decide other disputes with other customers. If a court decides that this Section 12.5 is not enforceable or valid, then the entire Section 12 (Agreement to Arbitrate) will be null and void and of no force or effect, but the rest of the Terms will still apply.
    6. Opt Out
      ‍      You may opt out of the agreement to arbitrate in this Section 12.  If you do so, neither you nor Stedi can require the other to participate in an arbitration proceeding.  To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt out notice must state that you do not agree to the agreement to arbitrate and must include your name, address, phone number and a clear statement that you want to opt out of this agreement to arbitrate.  You must sign the opt out notice for it to be effective.  This procedure is the only way you can opt out of the agreement to arbitrate.  You must use this address to opt out: Stedi, Inc., ATTN: Arbitration Opt-Out, 1624 Market Street, Suite 226, PMB No. 58460; Denver, CO 80202-1559.

    If you have any questions regarding these Terms, you can reach Stedi at support@stedi.com.

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