We’re delighted to have you on our website and maybe even using our service. The Edge Factor Platform delivers story-driven media and modular learning objects to guide students and job-seekers on their career journey. Our platform allows educators to guide and speak into their students' career journey from start to finish. It also allows companies and community leaders to showcase career and training opportunities to local users in their community.
PLEASE READ THESE TERMS OF USE CAREFULLY.
Our Terms of Use is a contract that governs your use of the Edge Factor services which are owned, operated and provided by Edge Factor Inc. (“Edge Factor”, “we”, “our”, “us”). It consists of the following documents:
Data Processing Agreement: This explains how we process your data and includes the EU Standard Contractual Clauses.
Privacy Policy: Your use of the Site and Services is subject to our Privacy Policy. This policy describes how we collect, receive, use, store, share, transfer, and process your Personal Data in connection with your use of the Services. It also describes your choices regarding use, as well as your rights of access to and correction of your Personal Data.
Your Order Form is the Edge Factor approved form created following your purchase of one of our products or services. It contains all of the details about your purchase, including your subscription term, products purchased and your fees. You can request previous Order Form(s) by emailing support@edgefactor.com.
We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Site or Services you are agreeing to these terms.
These Terms were last modified on August 26, 2024.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Agreement" or "Terms" means these Terms of Use and all materials referred or linked to here.
"Billing Period" means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information doesn't include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
"Contact Information" means the name, email address, phone number, online username(s), telephone number, and similar information submitted by users on the Service or uploaded by you to the Service.
"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
"User Data" means all information that you submit via the Service.
"User Content" means all materials that you provide or post, upload, input or submit for public display through the Service.
"DPA" means the Edge Factor Data Processing Agreement at https://edgefactor.com/data-processing-agreement.
"Free Services" means the Service or other products or features made available by us to you on an unpaid trial or free basis.
"Enrichment Data" means the company level information we make available to you as part of the Service. Enrichment Data does not include Personal Data. We do not use Customer Data to populate Enrichment Data.
"Edge Factor Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Service or Consulting Services, including Enrichment Data. These properties may include information such as company name, company location, and company address. If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Service. We may change what Enrichment Data we provide, or discontinue providing Enrichment Data at any time with or without notice to you.
"Jurisdiction Specific Terms" means the additional terms that apply to your subscription, depending on your location.
"Order" or "Order Form" means the Edge Factor approved subscription process by which you agree to subscribe to the Service and/or purchase our Services.
"Personal Data" means any information relating to an identified or identifiable individual where such information is contained within User Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
"Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
"Subscription Fee" means the amount you pay for the Service.
"Service" or "Platform" means all of our web-based applications, website, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://edgefactor.com or another designated URL, and any ancillary products and services that we provide to you.
"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
"Third Party Sites" means third-party websites linked to from within the Service.
"Users" means your employees, students, staff, representatives, consultants, contractors or agents who are authorized to use the Service for your benefit and have unique user identifications and passwords for the Service.
"Edge Factor", "we", "us" or "our" means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
"You", "your", "your organization", or "customer" means the user (person or entity) using the Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
During the Subscription Term, we will provide you and/or your Users access to use the Service as described in this Agreement and the applicable Order. We may also provide you or your Users access to use our Free Services at any time by activating them in your Edge Factor account. We might provide some or all elements of the Service through third party service providers. You may provide access and use of the Service to your Affiliate's Users or allow them to receive the Consulting Services purchased under this Order; provided that, all such access, use and receipt by your Affiliate's Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates' compliance with the Agreement.
As between you and others (including your Organization), your account belongs to you. However, if the Services were purchased by another party for you to use (e.g. your school district purchased access for your school), the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not own your personal data.
You agree that by registering, accessing, or using our Services you are agreeing to enter into a legally binding contract with Edge Factor. If you are using our Free Services or our Services as a representative of a corporation or other entity, you represent and acknowledge that you have the authority to bind that company. If you do not agree to this Agreement do not access or otherwise use any of our Services, including this website (the "Site"). If you wish to terminate this Agreement, at any time you can do so by closing your account and no longer accessing or using our Services. However, some of the provisions of these Terms will survive termination.
To use the Edge Factor platform you agree that: (1) you either have parental consent or are at least the “Minimum Age” (described below); (2) you will only have one Edge Factor account; (3) you will provide accurate information to us when setting up your account and otherwise when using the Services; and (4) you are not prohibited from using the Services. Keep in mind, creating an account with false information is a violation of this Agreement.
“Minimum Age” means the minimum age, pursuant to applicable privacy laws, that you must be in your country of residence in order for us to provide you access to the Services. If you are younger than the minimum age in your country of residence (a "Minor"), you must obtain consent from your school, guardian, or parent. In the United States privacy law requires you to be 13 years of age or older. If you are in the European Union privacy law requires you to be 16 years of age or older. If you have any questions about your eligibility please contact support@edgefactor.com.
If Edge Factor believes that the account information you provide is not correct, current, or complete, Edge Factor reserves the right to refuse you access to its Site or Services. However, Edge Factor has no obligation to verify the accuracy, currency, completeness or usefulness of any Registration Information that you have provided to us. If you’ve been removed from the Services previously, you’re not allowed to use them again.
If you provide personal information to Edge Factor, you represent and warrant that: a) all personal information has been collected and disclosed in compliance with applicable laws; b) appropriate consent has been obtained for all such Personal Data collected from individuals below the Minimum Age; and c) you will not make the Services available to any person below the Minimum Age without appropriate consent as required by applicable law.
If you are an educator, you may create a class through the Services. You may then invite Students to join your class. With respect to any class, you acknowledge and agree that:
You agree that we will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provide us (e.g., email, phone number, physical address). You agree to keep your contact information up to date.
Our Services may allow you to share select Content on the platform. Information and content that you share or post may be seen by other Users, Visitors or others (including off of the Services).
In these Terms we refer to all content made available through the Services as "Content" and to content uploaded or otherwise added by users as "User Content".
We are not obligated to publish any information or Content on our Service and can remove it with or without notice.
You may subscribe to additional features of the Service by placing an additional Order or activating the additional features from within your Edge Factor account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Edge Factor account.
We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
For customer support with account, subscription, and payment related questions, please visit our Help Desk page. If your questions are not answered by the available help resources, please Contact Us. We will use reasonable efforts to respond to all customer support questions and concerns, but we make no guarantees or warranties of any kind that any customer support queries will be responded to within a certain time frame, or that the responses will be satisfactory to the receiver. Not all problems may be addressed and we reserve the right to make a reasonable effort to resolve any issue but are not legally responsible to do so. In certain instances, Customer Service may best be able to assist you by accessing your account remotely. In the event of any conflict between these Terms of Use and information provided by Customer Support or other portions of our website, these Terms of Use will control.
You will comply with our “Do’s and Don’ts” (See Section 3).
You will not use the Service in any way that violates the terms of the “Dos and Don’ts” or for any purpose or in any manner that is unlawful or prohibited by this Agreement. (See Section 3).
To realize the full value of the Service and Consulting Services, your participation and effort are needed. Resources that may be required from you will depend on the Organization using the Service but may include an account manager, one or more educators, and an IT administrator. Responsibilities that may be required include setting up classes of students; assigning classwork to students; creating user content to feature a career; program, etc.; and supporting the integration of the Service with an LMS (i.e. Clever or D2L). You agree that you have made an independent assessment of the Services we offer and have determined that the Service provides value to you. You are also responsible for anything that happens through your login credentials unless you close your account or report misuse.
If you are accessing our Services on behalf of an Organization, including a corporate body, a partnership, a trust, a joint venture or an incorporated association or organization, by accessing the Services, you represent and warrant that you have authority to accept accepts these terms and you warrant that you are authorized to accept these terms on behalf of such Organization.
YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.
Please note, if applicable child data protection laws require the parental consent of minors, you must obtain parental consent before providing such child personal data to Edge Factor.
If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and without liability, to the greatest extent permitted under the law.
If you have a legacy Edge Factor product, some of the features and limits that apply to that product may be different than those that appear in these Terms. If you have legacy Edge Factor products, we may choose to move you to our then-current products at any time. If you determine that you are using a legacy product and would like to upgrade to a current-version, you must execute a new Order.
We may offer select Content and functionality within the Site and Services at no cost (“Free Service”). We reserve the right, in our absolute discretion, to determine your eligibility for the Free Service, and, subject to applicable laws, to withdraw or to modify the free service at any time without prior notice and without liability, to the greatest extent permitted under the law.
We respect the intellectual property rights of others. We require that information posted by Users be accurate and not in violation of the intellectual property rights or other rights of third parties. If you have a complaint regarding User Content posted by our Users, please Contact Us.
You agree that you will:
You agree that you will not directly or indirectly:
The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you upgrade products or (ii) you subscribe to additional features or products, or (iii) otherwise agreed to in your Order. We may also choose to increase or decrease your fees upon written notice to you. Full access to the Services and features purchased begins as soon as your payment is processed.
We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Upon renewal, we may increase your fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice by email.
You may pay for a Subscription when creating an account, when renewing a Subscription, or by emailing sales@edgefactor.com. Payment can be made online with a credit card, over the phone by credit card, or by mailing a cheque and Purchase Order (P.O.). If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, you remain responsible for any uncollected amounts. For certain payment methods, your payment processor may charge you a foreign transaction fee or other charges.
If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
You will keep your contact information and billing information up to date. Changes may be made on your Account Settings page within your Edge Factor account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. There are no refunds or credits for partially used periods. All fees are due and payable in advance throughout the Subscription Term. If you are an Edge Factor Solutions Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
If your Subscription is canceled before your Subscription Term is ended, you will continue to have access to the Site, Service, and Content through the end of your current Billing Period. If we suspend your access to the Services, you agree that we shall have no liability or responsibility to you and that we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our users ("Credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged.
If you have purchased or received a coupon, pre-paid offer, or other offer provided by or sold on behalf of Edge Factor for access to a Paid Subscription, you may be subject to an additional set of terms and conditions.
Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year.
You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the 'Notice of Non-Renewal' section for information on how to cancel your subscription.
Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, our customers, or our users.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
We may suspend any User’s access to any or all Subscription Services without notice for:
We may, without notice, review and delete any Customer Data or User Content that we determine in good faith violates these terms or the “Do’s and Don’ts”, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or User Content.
Edge Factor reserves the right to investigate suspected violations of these Terms of Use and to fully cooperate with any law enforcement authorities or court order requesting or directing Edge Factor to disclose the identity of anyone believed to be violating these Terms of Use.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services fourteen (14) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
If your use of the Service:
We may, without notice, review and delete any Customer Data or User Content that we determine in good faith violate these terms or the “Do’s and Don’ts”, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or User Content.
We may, without notice, review and delete any Customer Data or User Content that we determine in good faith violate these terms or the “Do’s and Don’ts”, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or User Content.
If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided. However, this may not be the case if your Agreement was terminated for cause.
You will continue to be subject to this Agreement for as long as you have access to an Edge Factor account.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Edge Factor Content. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are non-refundable.
You own and retain all rights to the User Content and User Data. This Agreement does not grant us any ownership rights to User Content or User Data. You grant permission to us and our licensors to use the User Content and User Data only as necessary to provide the Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
We will not use, or allow anyone else to use, User Data except as you direct or otherwise permit. We will use User Data only in order to provide the Service and Consulting Services to you and only as permitted by applicable law and this Agreement.
We will not use, or allow anyone else to use, User Data except as you direct or otherwise permit. We will use User Data only in order to provide the Service and Consulting Services to you and only as permitted by applicable law and this Agreement.
We may collect information about you and your Users when you interact with the Service as permitted by the Agreement. We may aggregate and anonymize this information and share it with third parties provided that we do not include any User Data or identify Users.
We may, as permitted by this Agreement, use User Data in an anonymized manner for machine learning to support certain product features and functionality within the Service.
We use the information and data that you provide and that we have about Users to make recommendations for connections, Content and features that may be useful to you. For example, we use data and information about you to recommend local careers to you. Keeping your profile accurate and up to date helps us to make these recommendations more accurate and relevant.
The terms of the DPA are hereby incorporated by reference and will apply to the extent any User Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our security measures in Annex 3 of our DPA.
Personal information is stored by default in the country of origin. This means that if your organization is located in Canada your user PII will be stored on servers in Canada.
Data from Canadian users will be stored and processed in the Canada (Central) Region data centers in Montreal. Data from users in the United States will be stored and processed in the US East (Ohio) Region data centers. In the future, we may choose to add additional locations within the European Union.
We and our Affiliates may transfer User Data (including Personal Data) to the United States in connection with the Service. To the extent we process Personal Data from the European Economic Area, the United Kingdom and/or Switzerland or Personal Data that is subject to the protection of European Data Protection Laws (as defined in the DPA) our Swiss-U.S. Privacy Shield and/or the Standard Contractual Clauses will apply, as set out in our DPA. For more information on the Swiss-U.S. Privacy Shield Framework, see our Privacy Policy. Edge Factor Inc. will process European Data in compliance with the Privacy Shield Principles.
For information on our procedures regarding the retention and deletion of User Data, please see the ‘Edge Factor Obligations’ section of our DPA.
For the Edge Factor service, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with copies of all User Data then in our possession or control. If you make a written request we will delete all User Data in our systems or otherwise in our control unless (i) we are legally prohibited or (ii) save as set out in the ‘Deletion or Return of Personal Data’ section of the DPA, then such Personal Data shall be Processed in accordance with our DPA. Otherwise we will maintain such Personal Data for as long as a User has an active Edge Factor user account.
If you want to retain any User Data after your Subscription Term ends, we recommend you export that data from your Edge Factor account in advance.
You are responsible for your use of the Services and for any User Content you provide, and for compliance with applicable laws, rules, and regulations. You should only provide User Content that you are comfortable sharing with others.
Any use or reliance on any Content, or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, Content that has been mislabeled or is otherwise deceptive.
We reserve the right to remove Content that violates the Agreement, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment. We may, but have no obligation to, review User Content before it is posted and we may refuse to post any User Content for any reason at our sole discretion. Additionally, we may, but we have no obligation to, monitor User Content already posted on the Site or Services. We may, but have no obligation to, edit or remove any User Content that we, in our sole discretion, determine to violate any applicable law, this Agreement, or the purpose of our Services, or that we determine to be offensive or inappropriate or for any other reason in our sole discretion.
You retain your rights to any User Content you submit, post or display on or through the Services. What’s yours is yours — you own your User Content (and your incorporated audio, photos and videos are considered part of the Content).
By submitting, posting, or displaying User Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, repurpose, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distributions now known or later developed. You agree that this license includes the right for Edge Factor to provide, promote, and improve the Services and to make User Content submitted to or through the Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such User Content on other media and services, subject to our terms and conditions for such User Content use. Such additional uses by Edge Factor, or other companies, organizations or individuals, is made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through the Services as the use of the Services by you is hereby agreed as being sufficient compensation for the User Content and grant of rights herein.
These rights are limited in the following ways:
We urge you not to post User Content with any personal information, confidential information or any other information that you would not want to share with the general public. Your Organization will have access to and may view User Content that you have created.
This is an agreement for access to and use of the Service, and you are not granted a license to any software by this Agreement. The Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Edge Factor Content, the Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. You may not use our trademarks (which we may update at any time without notice to you) without our prior written permission.
We welcome your questions, suggestions, ideas and other information (collectively "Feedback") that you communicate to us so long as it is done in a professional manner. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Content, Service, or Consulting Services, without payment or attribution to you.
10.2 Disclosing Confidential Information
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that:
You grant us the right to add your company name, logo, and any User Content (that you publicly publish) to the Service. You can opt-out of this use by filling out the form here.
You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of:
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
You understand that we will use commercially reasonable efforts to provide our Site or Services but we cannot and do not guarantee or promise any specific and intended results from the use of our Site or Services. You also understand that any information in our documentation is provided for your own convenience and is for informational purposes only. You acknowledge that any reliance on our Services will be at your own risk and that you must evaluate and bear all risks associated with the use of our Services. You are solely responsible for any use of and results from using our services and site. Your use of our services and site is entirely at your own risk.
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. The “Edge Factor Entities” refers to Edge Factor, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, contractors, licensors, assigns and other affiliated companies, and their employees, contractors, agents, officers and directors. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE Edge Factor ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Edge Factor Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content made available through the Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Edge Factor Entities or through the Services, will create any warranty or representation not expressly made herein.
You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your account information, with or without authorization, or who has access to any computer from which your account is accessible.
You are solely responsible for any and all communication that happens between two parties on, or as a result of, our Site and Service (i.e. Feedback that an educator leaves a student on submitted classwork). Edge Factor is not responsible for any communication nor does it endorse any opinion contained in any communication between the two parties. You agree that if anyone brings a claim against Edge Factor related to communication that happens on, or as a result of, our Services, then, to the extent permissible under local law, you will indemnify and hold Edge Factor harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of such claim.
Any opinions and comments in User Content represents the views and opinions of the person that posted such User Content and in no way represents the views and opinions of Edge Factor.
TO THE EXTENT PERMITTED BY APPLICABLE LAW (AND UNLESS Edge Factor HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), THE Edge Factor ENTITIES, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT), GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; (iv) YOUR VIOLATION OF ANY TERM IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES; (v) YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, INCLUDING BUT NOT LIMITED TO GDPR, FERPA, PPRA, COPPA, AND PIPEDA; (vi) THE UNAUTHORIZED USE OF YOUR ACCOUNT BY ANY PERSON; OR (vii) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE Edge Factor ENTITIES EXCEED THE GREATER OF ONE HUNDRED CDN DOLLARS FOR THE SERVICES GIVING RISE TO THE CLAIM.
The limitations of liability in Section 13.4 of these Terms are part of the basis of the bargain between you and Edge Factor and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Edge Factor or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.
Our Services may contain hyperlinks to other sites that are not maintained by, or related to, Edge Factor. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by Edge Factor of, any affiliation with or endorsement by the owner of the linked site. Edge Factor has no control over such third party sites. Edge Factor is not responsible for the availability of such external sites and no endorsement of any third party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to our Services. Use of such third party sites is solely at your own risk. You also understand and agree that Edge Factor's Privacy Policy is applicable only while you are using our Services. Once you are linked to another site, you should read the privacy statement of that site before disclosing any personal information.
We cannot and do not guarantee or warrant that files or information available for access or downloading through the Site, hyperlinked sites, or any files and emails from us will be free of infection by viruses, or other harmful code, files, or programs.
Edge Factor may, at any time and without notice to you, change, suspend, or discontinue any of our Services for any reason and without any liability to you whatsoever. While Edge Factor takes great care to ensure the Services are accurate, errors and/or inaccuracies may occur. Edge Factor may change or update information on the Site at any time without notice, and availability of the Services. We make no representations that the Services are compatible with, or will function or operate with your device or equipment.
We shall not be liable for any failure to perform our obligations under this Agreement where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
We don’t promise to store or keep showing any information and User Content that you’ve posted. Edge Factor is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any User Content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.
Edge Factor reserves the right to limit your use of the Services, including the number of your posts and your ability to upload User Content or view Content. Edge Factor reserves the right to restrict, suspend, or terminate your account if you breach these Terms or the law or misuse the Services (i.e., violating any of the Do’s and Don’ts). We also have the right, in our sole discretion, to change or cancel your username and password without notice to you.
Edge Factor reserves all of its intellectual property rights in the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Edge Factor, and “in” logos and other Edge Factor trademarks, service marks, graphics and logos used for our Services are trademarks or registered trademarks of Edge Factor. All Content made available to you through the Services is the intellectual property of Edge Factor or its licensors. You agree not to reverse engineer, copy, distribute, or modify any component of the Services or Content without Edge Factor’s express consent.
Edge Factor is not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms of Use is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms of Use and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you and Edge Factor.
YOU UNDERSTAND AND AGREE THAT ABSENT TO YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
This section shall not deprive you of any mandatory consumer protections under the law of the country to which we direct Services to you, where you have your habitual residence. In the unlikely event we end up in a legal dispute, you and Edge Factor agree that the laws of the Province of Ontario, Canada, excluding its conflict of laws and rules, shall exclusively govern any dispute relating to these Terms, our Content, and/or the Services. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. Subject to Section 14.2, You and Edge Factor both agree that all claims and disputes can be litigated only in a court of competent jurisdiction located in St. Catharines, Ontario, Canada, and you and Edge Factor each agree to personal jurisdiction in those courts.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration, using the English language in accordance with the Arbitration Act 1991, S.O. 1991, c. 17, as am. S.O. 2006, c. 1, s. 1; 2006, c. 19, Sched. C, s. 1(1) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of arbitrators. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
In any action or proceeding (including arbitration) to enforce rights under this Agreement, the prevailing party will be entitled to seek to recover reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith.
If we delay or don't act to enforce the strict performance of any provision of these Terms, that does not mean that Edge Factor has waived its right to fully enforce these Terms. Edge Factor will not be considered to have waived any of its rights or remedies described in these Terms unless the waiver is in writing and signed by Edge Factor. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
We may modify this Contract or other policies or guidelines governing our Site and Services from time to time. The revised version will become effective and binding the next business day after it is posted. If we make material changes to these Terms we will provide you with notice by highlighting at the top of this page what changes have been made, and by identifying that our Terms have been changed when you next access the Services. If you would like to receive an email notification when we update the Agreement, complete the form found here.
Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated Terms as of their effective date. Therefore, you should check for changes to these Terms and if you object to any changes, you should stop accessing the Services.
If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at http://edgefactor.com/terms-of-use will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to you.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
You and we agree that no joint venture, partnership, employment, or agency relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in these respects.
This Agreement (including each Order), along with our Privacy Policy is the entire agreement between us for the Services and Consulting Services and supersedes all prior agreements for the Services, whether electronic, oral or written, between us. Our obligations are not contingent on the delivery of any future functionality or features of the Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
We will comply with all Canadian and U.S. state, provincial, and federal laws (where applicable) in our provision of the Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
You agree that your use of the Site, Content, or Service does not violate any applicable law or regulation and that you undertake to abide by all applicable local, provincial, federal and international laws and regulations when using the Site, Content, or Services.
If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. You agree that any cause of action arising out of or related to the Service must commence within two (2) years after the cause of action arose; otherwise, such cause of action is permanently barred.
To Edge Factor: Notice will be sent to the 3860 Quarry Road, Beamsville, ON L0R1B0, Canada, Attention: Support Team, and will be deemed delivered as of the date of actual receipt.
To you: your address as provided in our Edge Factor account information for you. We may give electronic notices by general notice via the Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
You may not assign or transfer these Terms (or your subscription or use of Services) to anyone without our consent. However, you agree that Edge Factor may assign these Terms to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to these Terms.
Edge Factor is not your agent, fiduciary, trustee, or other representative. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you and Edge Factor.
This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
You acknowledge and agree that this Agreement shall remain in effect for so long as you use our Site or Services. Edge Factor may terminate this Agreement at any time with notice to you. On termination, you lose the right to access or use our Content and Services. The following shall survive termination:
The following sections will survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees’, 'Prohibited and Unauthorized Use', ‘Early Cancellation', ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Governing Law and Dispute Resolution’, ‘Miscellaneous’ ‘Contracting Entity and Applicable Law’, ‘Retrieval of Customer Data’ sections and the ‘Alpha/Beta Services’ section of the Product Specific Terms page will survive expiration or termination of this Agreement.
Edge Factor reserves the right to suspend or terminate your use of our Services and Content and remove any Content from the Services at any time, for any reason, with or without cause, without prior notice or explanation, if Edge Factor believes that you are violating these Agreement in any way.
If you wish to terminate your account, you may choose to stop using our Content and Services or you can request that we terminate your account by emailing support@edgefactor.com. If you are dissatisfied with our Content or Services, including these Terms of Use, your sole remedy is to discontinue using our Services and Content.
Upon termination of your account and the Agreements you agree to delete all downloaded Content. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason.
You agree that all provisions of this Agreement which by their nature should survive termination shall survive termination.
For general inquiries, you may contact us . For legal notices or service of process, you may write to us at this address.
Thank you for reading this Agreement. We hope you enjoy the Edge Factor platform!
