Terms of Use

By logging in your name and password, you are manifesting your assent to be contractually bound by the terms of this Agreement. In return, your user name and confidential password will be authorized to log on to this Site on the terms set forth below.

Table of Contents

  1. Purpose
  2. Agreement
  3. Access
  4. Privileges Nontransferable
  5. Confidential Information
  6. Distribution of Products
  7. Copyrights
  8. Privacy
  9. Disclaimer of Warranties
  10. Limitation of Liability
  11. Complete Agreement/No Representations
  12. Modifications/Termination
  13. Indemnification, Jurisdiction and Dispute Resolution
  14. Construction

1. Purpose

The purpose of this Agreement is to bind you and other users of the Site to the terms and conditions for your use of the Site. The success of this Site depends on the adherence to the terms of this Agreement by you and all other users. While the operator will exercise reasonable efforts to enforce the terms of this Agreement, the operator can not warrant or represent that other users will in fact adhere to this Agreement and can not act as an insurer or accept any liability for their failure to do so.

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2. Agreement

You have signified your assent to be contractually bound to the terms of this Agreement. You agree that your assent, given electronically by clicking the "I AGREE" button, shall have the same legal effect as if this Agreement had been personally signed by you. To the extent permitted by law, this Agreement is intended to supersede any provisions of applicable law which might otherwise limit its enforceability or effect because it was entered into electronically.

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3. Access

By entering into this Agreement, you will be granted a revocable license to access this Site. Your access privileges, however, are also conditioned on your adherence to the terms of this Agreement. The operator of the Site reserves the right to temporarily deny you access to this Site or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear likely to do so. By agreeing to grant you access, we do not obligate ourselves to do so or to maintain this Site, or to maintain it in its present form, and we expressly reserve the right to modify, suspend or terminate your access privileges. You agree and understand that we may, in our sole discretion and without any prior notice, close this Site or deny you access to it and delete any files which you may maintain at this Site and any information which you may choose to post here or input into the Site. You should keep a copy of any material or files which you post or upload to this Site because we will not undertake to retain copies of any material which we or others may delete from this Site.

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4. Privileges Nontransferable

Your access privileges may not be transferred by you to any third-parties. You further agree not to disclose to anyone your confidential user name and/or password.

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5. Confidential Information

a. Confidentiality. To allow for the free exchange of information amongst a small, select group of users of this Site, you agree to treat all communications that take place at this Site as confidential and to not disclose, copy or transmit to people who are not otherwise subject to this Agreement any messages or information posted at this Site. You agree and understand that the purpose of this confidentiality provision is to foster an open environment where users may freely exchange ideas without fear that specific comments will be quoted or attributed to them outside of this Site, and without fear that information regarding them will be distributed to third parties not authorized to receive such information. This understanding regarding the nature of communications on this Site does not, however, create a binding obligation on the part of the owners or operators of the Site to protect the confidentiality of information posted here or to act as insurers or guarantors of, or to accept liability for, the conduct of other users. You therefore agree and acknowledge that you will not post any information online which constitutes a trade secret or which is otherwise so confidential that its disclosure could cause you or others any economic harm. The operator of the Site does not warrant, guaranty or insure that information posted at this Site or otherwise uploaded to the Site is treated in the manner required by this Agreement and we assume no liability if it is not.

Nothing in this Agreement shall prevent you from disclosing information obtained at this Site if compelled to do so by a court of law or government agency, on condition that you provide advance notice to the owner or operator of this Site as well as the person who disclosed the information and allow them a reasonable opportunity to intervene in the proceeding to protect the confidentiality of the information.

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6. Distribution of Products

In the event you distribute any products obtained from this Site to an authorized end user who has not themselves given notification of agreement to be bound by the terms and conditions of this Agreement, you agree to provide such end user with a copy of this Agreement at the time you distribute any products from the Site to them, and ensure that they have ample opportunity to review the terms and conditions of this Agreement, and that they agree to be bound by the terms and conditions of this Agreement. In the event you distribute any products from this Site to any end user, and fail to obtain their agreement to be bound by the terms and conditions of this Agreement (as it may be amended from time to time), you agree to forever indemnify and hold the operator, and its employees, consultants, licensors, sponsors, representatives, and suppliers harmless from and against any and all damages, losses, expenses (including reasonable attorney and expert fees) claims, costs, judgments, or liabilities arising from or related to such distribution of product(s) from this Site to such end user.

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7. Copyrights

By posting material or submitting information to this Site you agree, represent and warrant that you own the rights to such material and/or information or that you have obtained the perpetual unrestricted permission of the owner(s) of all rights in such material. The owner of any such material and/or information grants to the operator of the Site an irrevocable, fully assignable, fully paid, worldwide, royalty free license to copy, modify, distribute, publish, sell, relicense, and/or further process, reprocess, perform, display, reformat, or use the material and/or information as part of the Site or for the purpose of making other products, derivative products, or compilations of information, and to publish, distribute, market and sell those products and/or services, and any derivatives thereof. By manifesting your assent to this Agreement, you hereby grant to the operator of the Site and its assignees a perpetual, nonexclusive, royalty-free license to reproduce, adapt, distribute, display and perform all or any portion of any material and/or information you post or contribute to the Site.

Any information or products of the Site are owned by the operator (or its suppliers or licensors), and are protected by United States Copyright Laws and International Treaty Provisions. All copyright, trade secret, intellectual property rights, and other property rights, in any information or products from the Site remain at all times the exclusive property of the operator (or its suppliers or licensors). You agree to respect the copyrights and other intellectual property rights of the operator, and of other users of this Site. Specifically, except with respect to material or information which you post or contribute to this Site and own or are licensed to use, you agree not to reproduce, distribute, perform (either publicly or by digital transmission or any other means), display or prepare derivative works based on any material or information posted at this Site or available as part of the Site without first obtaining the express permission of the copyright owner to do so.

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8. Privacy

The operator agrees that it will not knowingly provide any third-party with any personally identifiable information about users of this Site, unless we obtain your permission or are compelled to do so by court order or other governmental authority. You agree to respect the privacy rights of other visitors by not publishing or harvesting any personally identifying information obtained or stored at this Site.

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9. DISCLAIMER OF WARRANTIES

IN ORDER TO PROVIDE YOU WITH THIS SERVICE, WE ARE UNABLE TO OFFER ANY WARRANTIES OR MAKE ANY REPRESENTATIONS ABOUT ANY BENEFITS OR OPPORTUNITIES WHICH YOU MAY OBTAIN AT THIS SITE.

The products and information you may obtain from this Site, because they are the result of computer-processed data that may be subject to collection, storage, transmission, and reading problems, are only estimations of the true description or quantification of any physical phenomena. As such, they are subject to uncertainties due to these problems and the mathematical formulations and formats used to process data and to create the products, and due to the choice of spatial and temporal scales to dimensionally define the products (some of which are provided and input by you, the user, and over which the operator of the Site has no control). Because of the inherent uncertainties, the operator does not make any warranty regarding the accuracy of any product, information, or file, and expressly makes the following disclaimers of warranties:

Disclaimer of Informational Warranties. THE OPERATOR DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES REGARDING THE INFORMATIONAL RIGHTS, SOFTWARE, TRADEMARK(S), OR DATA PROCESSING SERVICES OFFERED AS PART OF THE SITE, OR REGARDING ANY PERSON'S ABILITY TO HAVE ACCESS RIGHTS TO THE SITE. THE OPERARTOR EXPRESSLY DISCLAIMS AND THERE IS NO WARRANTY (IMPLIED OR OTHERWISE) AGAINST INTERFERENCE WITH ANY PERSON'S ENJOYMENT OF THE INFORMATIONAL RIGHTS, SOFTWARE, TRADEMARK(S), OR DATA PROCESSING SERVICES OFFERED AT THE SITE, OR REGARDING ANY PERSON'S ABILITY TO HAVE ACCESS RIGHTS TO THE SITE, OR AGAINST NONINFRINGEMENT OR MISAPPROPRIATION OF THE SAME. THE OPERATOR ONLY MAKES A QUITCLAIM LICENSE OF SUCH RIGHTS AS THE OPERATOR ACTUALLY POSSESSES IN THE INFORMATION, PRODUCTS, SOFTWARE, TRADEMARK(S), AND DATA PROCESSING SERVICES OFFERED AT THE SITE.

Disclaimer of Software and Content Warranties. IN REGARD TO ANY COMPUTER PROGRAM(S) SUPPLIED BY THE OPERATOR OF THE SITE, ITS SUPPLIERS OR LICENSORS, ANY IMPLIED WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR AN ORDINARY AND/OR INTENDED PURPOSE IS DISCLAIMED. IN REGARD TO ANY INFORMATIONAL CONTENT SUPPLIED AT THE SITE, THE OPERATOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF ACCURACY IN THE INFORMATIONAL CONTENT.

Disclaimer of Integration Warranty. YOU UNDERSTAND AND AGREE THAT THE SITE REQUIRES MANY DIFFERENT PIECES OF HARDWARE, SOFTWARE, STORAGE MECHANISMS, AND COMMUNICATION SERVICES TO WORK TOGETHER, AND THE OPERATOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF SYSTEM INTEGRATION OR THAT THE COMPONENTS, OR ANY OF THEM, WILL FUNCTION PROPERLY TOGETHER, EVEN THOUGH THE OPERATOR OR ITS DESIGNEE(S) MAY RECOMMEND CERTAIN PIECES OR COMPONENTS.

Disclaimer of Purpose Warranty. YOU ALSO UNDERSTAND AND AGREE THAT THE OPERATOR MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY, THAT THE INFORMATIONAL RIGHTS, INFORMATIONAL CONTENT, SOFTWARE, TRADEMARK(S), DATA PROCESSING SERVICES, AND SITE ACCESS ABILITIES OR THE ENTIRE SYSTEM, OR THE OPERATOR'S EFFORTS, WILL FULFILL ANY PARTICULAR PURPOSE OR NEED, OR THE PURPOSE OR NEED OF ANY END USERS.

As Is. THE INFORMATIONAL CONTENT, INFORMATION, COMPUTER PROGRAMS, AND ALL OTHER ASPECTS OF THE SITE ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. YOU ACCEPT THE DISCLAIMER OF ANY APPLICABLE IMPLIED WARRANTIES PERTAINING TO THE SITE AND/OR ANY PRODUCTS OR INFORMATION OBTAINED FROM THE SITE, AND ACKNOWLEDGE THAT THE OPERATOR DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES REGARDING THE SITE.

WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS SITE IS MADE AVAILABLE TO YOU "AS IS," WITHOUT ANY WARRANTIES WHATSOEVER ABOUT THE NATURE, CONTENT OR ACCURACY (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY MATERIAL AT THE SITE, AND WITHOUT ANY REPRESENTATIONS OR GUARANTEES. IN ADDITION, THE OPERATOR MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THIS SITE WILL BE SECURE, ACCESSIBLE CONTINUOUSLY AND WITHOUT INTERRUPTION, OR ERROR FREE.

TO THE EXTENT THAT YOU MIGHT OTHERWISE BELIEVE THAT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS HAVE BEEN MADE TO YOU, YOU HEREBY AGREE THAT SUCH STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED AS MERELY NONBINDING EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS, GUARANTEES OR WARRANTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION AND OTHER TERMS OR PROVISIONS OF THIS AGREEMENT, THIS SECTION SHALL BE CONSTRUED TO TAKE PRECEDENCE.

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10. LIMITATION OF LIABILITY

IN ORDER TO PROVIDE YOU WITH THIS SERVICE, WE ARE UNABLE TO ACCEPT LIABILITY FOR ANY CONDUCT, ACTS OR OMISSIONS OCCURRING AT THIS SITE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, COLLATERAL, OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA, EVEN IF YOU CLAIM TO HAVE NOTIFIED US ABOUT SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD PARTIES. NEITHER THE OPERATOR OF THE SITE NOR ITS SUPPLIERS, LICENSORS, OR AFFILIATES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, CROP DAMAGE, YIELD LOSS, OR DATA RECONSTRUCTION COSTS, EVEN IF THE OPERATOR AND/OR ITS SUPPLIERS, LICENSORS, OR AFFILIATES HAVE BEEN ADVISED, KNOW OR SHOULD KNOW OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PROVISION AND/OR USE, PERFORMANCE OR ACCURACY OF THIS SITE AND/OR ANY PRODUCT BY YOU. IN NO EVENT SHALL THE OPERATOR OR ITS SUPPLIERS, LICENSORS, OR AFFILIATES HAVE ANY LIABILITY TO YOU, BASED ON ANY LEGAL THEORY OR CAUSE OF ACTION WHATSOEVER, FOR ANY MISSING OR DEFECTIVE PRODUCTS, MATERIAL. OR INFORMATION, OR YOUR USE OF OR RELIANCE UPON ANY INFORMATION FROM THIS SITE, OR ANY PRODUCT, MATERIAL OR INFORMATION.

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11. Complete Agreement/No Representations

This Agreement constitutes the entire agreement between you and us relating to your access to and use of this Site and supersedes any prior or contemporaneous representations or agreements. This Agreement, and only this Agreement, shall govern our legal rights and obligations. Any rights not otherwise expressly granted by this Agreement are reserved by us.

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12. Modifications/Termination

a. In General. Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (1) by obtaining written consent of an authorized executive officer of the operator; or (2) as set forth below in subpart (b).

b. Periodic Revisions and Amendments. You agree that we may modify the terms of this Agreement in our sole discretion. If we do so, we will notify you by email at the address you have provided to us and by posting a notice on our homepage. You agree that it shall be your responsibility to log on to this Site periodically and review the terms of this Agreement, review any email you may receive from us and notify us at support@zedxinc.com promptly in the event you change email accounts or if you would prefer to receive notices from us at a different account from the one you are presently using. Otherwise it will be your responsibility and obligation to check the legal section of this Site whenever you access this Site, to determine if there have been any changes to this Agreement. You may notify us at support@zedxinc.com at any time before, or within fifteen (15) days after, any modification takes effect, to advise us that you do not accept the proposed modification. If we do not receive such a communication from you in the time prescribed, or if you use this Site after the modification takes effect, the modification will be deemed to have been accepted by you. You agree and understand that we reserve the right to unilaterally terminate your access privileges or otherwise deny you access to this Site in the event that you decline to be bound by any proposed modifications to this Agreement.

c. Term. Unless we terminate your access privileges or you decide to terminate this Agreement, this Agreement shall remain in force so long as you are authorized to access this Site. You agree that in the event you decide to terminate this Agreement or if your access privileges are suspended or terminated you shall continue to be bound by all obligations set forth in this Agreement for a period of five (5) years or until the expiration of all applicable statute of limitations periods, whichever is longer. Except as otherwise provided in this section, you will not be bound by any modifications to this Agreement which may take effect after such time as you or we terminate our contractual relationship.

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13. Indemnification, Jurisdiction and Dispute Resolution

You agree, at your own expense, to defend us and indemnify us against any liability arising out of or relating in any way to alleged acts or omissions by you which, if true, would constitute a violation of one or more terms or provisions of this Agreement. All disputes arising out of or relating in any way to this Agreement or our ownership, operation or maintenance of this Site shall be resolved exclusively in the appropriate state or federal court located in Pennsylvania. All such disputes shall be governed by and construed in accordance with the laws of the United States and of the Commonwealth of Pennsylvania as applied to transactions entered into and to be performed wholly within Pennsylvania between Pennsylvania residents. In the event of any breach of this Agreement, you agree that, notwithstanding any other provision of law, we shall be entitled to obtain preliminary injunctive relief enforcing the terms of this Agreement.

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14. Construction

If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.

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Contact Information

Zedx, Inc.

369 Rolling Ridge Drive
Bellefonte, PA 16823

(814) 357-8490
(814) 357-8499 (fax)

www.zedxinc.com
information@zedxinc.com

Brian Antonucci

Customer Relations

(814) 357-8498
(814) 357-8499 (fax)

information@zedxinc.com