Effective as of: March 6, 2023
1. Your Agreement with EdgeBit
1.1 This website (the “Site”) is provided to you by EdgeBit, Inc., located at 3831 NW Jasmine St, Camas, WA 98607, United States (“EdgeBit”). These Terms of Service (these “Terms”) govern your right to access and use the Site. These Terms do not govern your access and use of any EdgeBit product or service which may be made available to you under separate license terms.
1.2 You access to and/or use of the Site is subject to your acceptance of these Terms. By accessing or using the Site, or any content or services provided on the Site, you are agreeing to these Terms. If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind, and do hereby bind, that entity to these Terms. You may not use the Site for any unlawful purpose to with the intent to violate any law or treatise that may be applicable to you at the time you use this Site. You may not use the Site if you are or represent an entity that is listed on any U.S. Government Denied Party/Person List. You affirm that you are over the age of 13, as the Site is not intended for children under 13.
2. Your Account and Use of the Site
2.1 EdgeBit is only available for users in the United States of America and Great Britain.
2.2 You must provide accurate and complete registration information any time you create an account on the Site. You are responsible for the security of your passwords and for any use of your account, whether you knew about it or not. If you become aware of any unauthorized use of your password or of your account, you agree to notify EdgeBit within 24 hours at support@edgebit.io.
2.3 Your use of the Site must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.4 You agree not to (a) access, or attempt to access, the Site by any means other than through the interface that is provided by EdgeBit in connection with the Site, unless you have been specifically allowed to do so in a separate agreement with EdgeBit; or (b) engage in any activity that interferes with or disrupts the Site.
2.5 You may not access or use the Site for the purpose of bringing an intellectual property infringement claim against EdgeBit, or for the purpose of creating a product or service that is competitive with any of EdgeBit’s products or services.
3. Privacy and Restrictions on Use
3.1 EdgeBit’s Privacy Policy describes EdgeBit’s collection, use, storage and disclosure of your personal information, and is hereby incorporated by this reference into these Terms. You agree to the use of your data in accordance with EdgeBit’s Privacy Policy.
3.2 You agree that you are responsible for your own conduct while accessing or using the Site, and for any consequences thereof. You agree to use the Site only for purposes that are legal and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to:
a. Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
b. Distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
c. Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any content;
d. Upload, post, transmit or otherwise make available through the Site any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
e. Download any content posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
f. Submit content that falsely expresses or implies that such content is sponsored or endorsed by EdgeBit;
g. Use the Site to violate the legal rights (such as rights of privacy and publicity) of others;
h. Promote or encourage illegal activity;
i. Interfere with other users' enjoyment of the Site;
j. Exploit the Site for any unauthorized commercial purpose;
k. Modify, adapt, translate, or reverse engineer any portion of the Site;
l. Remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any content posted thereon;
m. Reformat or frame any portion of the Site;
n. Display any content on the Site that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
o. Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or the content posted thereon or to collect information about its users for any unauthorized purpose;
p. Create user accounts by automated means or under false or fraudulent pretenses; or
q. Use the Site, or any interfaces provided with the Site, to access any EdgeBit product or service in a manner that violates the Terms or any other terms and conditions for use of such EdgeBit product or service.
4. Usernames
4.1 Subject to an order from a court or agency of competent jurisdiction, we reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark to those usernames. Accounts using business names and/or logos found to be considered misleading to others may be permanently suspended. We also reserve the right to reclaim usernames that have been show to violate our then-current trademark guidelines.
4.2 You agree that EdgeBit, in its sole discretion and subject to your opt-out rights as described below, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Site. You may opt out of granting EdgeBit the foregoing license, or require that you and EdgeBit execute a separate license agreement therefor, by providing written notice to EdgeBit within five (5) calendar days of the date you enter into these Terms.
4.3 You may not and may not allow any third party to engage in username squatting. Accounts that are inactive for more than six months may be terminated at our discretion and without further notice. We take into account several factors when determining what conduct is considered to be username squatting, including, without limitation: (a) the number of accounts created; (b) whether you are creating accounts for the purpose of preventing others from using those account names; and (c) whether you are creating accounts for the purpose of selling those accounts.
4.4 You may not and may not allow any third party to buy or sell usernames.
5. Proprietary Rights
You acknowledge and agree that EdgeBit (or, as applicable, EdgeBit’s licensors) own all legal right, title and interest in and to the Site, and all intellectual property rights therein. The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Site (collectively, the “EdgeBit Materials”) are owned by EdgeBit, and are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All EdgeBit Materials are the copyrighted property of EdgeBit or its licensors. Furthermore, all trademarks, service marks, and trade names contained in the EdgeBit Materials are proprietary to EdgeBit or its past or current licensors. Except as expressly set forth herein, your use of the Site does not grant you ownership of or any other rights with respect to any content, code, data, user comments or other materials that you may access on or through the Site. EdgeBit reserves all rights in and to the EdgeBit Materials not expressly granted in the Terms.
6. Feedback
If you choose to (or EdgeBit may invite you to) submit comments, bug reports, ideas or other feedback about the Site, including without limitation about how to improve the Site or other EdgeBit products or services (collectively, "Feedback"), you agree that EdgeBit is free to use such Feedback at its discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant EdgeBit a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for EdgeBit to incorporate and use your Feedback for any purpose.
7. Recommendations
EdgeBit may, and you grant EdgeBit permission to, make recommendations via the Site for products or services that, in EdgeBit’s opinion, may be of interest to you based on your use of the Site.
8. Modification and Termination
8.1 The form and nature of the Site may change from time to time without prior notice to you, and that EdgeBit may add new features and change any part of the Site at any time without notice.
8.2 You may terminate these Terms at any time by canceling your account on the Site and discontinuing your access to and use of the Site. You will not receive any refunds if you cancel your account or otherwise terminate these Terms. Upon any termination of these Terms or your account, Sections 3, 5, 6, 8.4, 8.5, 9, 10, 11, 12, and 14 through 16 shall survive.
8.3 You agree that EdgeBit, in its sole discretion and for any or no reason, may terminate these Terms and your account(s) for the Site. You agree that any termination of your access to the Site may be without prior notice, and you agree that EdgeBit will not be liable to you or to any third party for such termination. If EdgeBit terminates these Terms or your access to or use of the Site due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms shall be in addition to any other remedies EdgeBit may have at law or in equity.
8.4 Upon any termination or expiration of these Terms, whether by you or EdgeBit, YOU MAY NO LONGER HAVE ACCESS TO ANY INFORMATION THAT YOU HAVE POSTED OR SUBMITTED ON OR THROUGH THE SITE OR THAT IS RELATED TO YOUR ACCOUNT, and EdgeBit will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party.
9. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK, AND THAT THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EdgeBit, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE OR ANY EXTERNAL WEBSITES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EdgeBit, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR ACCESS TO OR USE OF THE SITE WILL MEET YOUR REQUIREMENTS, (B) YOUR ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE, OR (D) THE SITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10. Limitation of Liability
10.1 YOU UNDERSTAND AND AGREE THAT EdgeBit, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF EdgeBit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 YOU AGREE THAT THE TOTAL, AGGREGATE LIABILITY OF EdgeBit, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID TO EdgeBit UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.
10.3 YOU ACKNOWLEDGE AND AGREE THAT EdgeBit HAS MADE THE SITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND EdgeBit, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND EdgeBit. EdgeBit WOULD NOTE BE ABLE TO PROVIDE THE SITE TO YOU WITHOUT THESE LIMITATIONS.
11. Indemnification
You agree to hold harmless and indemnify EdgeBit and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' fees arising out of or in any way related to (a) your breach of the Terms, or (b) your violation of applicable laws, rules or regulations in connection with your access to or use of the Site.
12. User Disagreements
You alone are responsible for your involvement and interactions with other users of the Site. EdgeBit reserves the right, but has no obligation, to monitor disagreements between you and other users. If you have a dispute with any other users of the Site, you irrevocably and forever release EdgeBit (and EdgeBit’s affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
13. Copyright Policy
13.1 EdgeBit has established the following process to respond to notices of alleged infringement that comply with the United States Digital Millennium Copyright Act ('DMCA).
13.2 If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Site, please notify EdgeBit copyright agent, as set forth below. For your complaint to be valid under the DMCA, you must provide the following information in writing:
a. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
b. Identification of the copyrighted work that you claim is being infringed;
c. Identification of the material that is claimed to be infringing and where it is located on the Site;
d. Information reasonably sufficient to permit EdgeBit to contact you, such as your address, telephone number, and e-mail address;
e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
f. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
EdgeBit Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Attention: Copyright Agent EdgeBit, Inc., 3831 NW Jasmine St, Camas, WA 98607. Email: support@edgebit.io
For clarity, only DMCA notices should go to the EdgeBit Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to EdgeBit customer service through support@edgebit.io.
14. External Sites
14.1 The Site may include hyperlinks to other web sites or resources (collectively, “External Sites”) solely as a convenience to its users. EdgeBit has no control over any External Sites that are provided by companies or persons other than EdgeBit.
14.2 You acknowledge and agree that EdgeBit is not responsible for the availability of any External Sites, and that EdgeBit does not endorse any advertising, products or other materials on or made available from any External Sites.
14.3 You acknowledge and agree that EdgeBit is not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
15. Dispute Resolution and Arbitration
15.1 In the interest of resolving disputes between us in the most expedient and cost effective manner, you and EdgeBit agree that every dispute arising in connection with these Terms will be resolved by final and binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EdgeBit ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
15.2 Notwithstanding the provisions of Section 16.1, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
15.3 Any arbitration between us will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting EdgeBit.
15.4 A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). EdgeBit’s address for Notice is: EdgeBit, Inc., 3831 NW Jasmine St, Camas, WA 98607. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, either party may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by a party must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
15.5 If you commence arbitration in accordance with these Terms, EdgeBit will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Richmond City, VA, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse EdgeBit for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
15.6 THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
15.7 Notwithstanding the language in Section 15 of the Terms, if EdgeBit makes any future change to this arbitration provision (other than a change to EdgeBit's address for Notice), you may reject the change by sending us written notice within 30 days of the change to EdgeBit's address for Notice, in which case your account with EdgeBit will be immediately terminated, you will no longer have the right to access or use the Site, and this arbitration provision, as in effect immediately prior to the amendments you reject, will survive.
15.8 If Section 16.6 is found to be unenforceable or if the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17.7 will govern any action arising out of or related to these Terms.
16. General Legal Terms
16.1 The Terms constitute the entire legal agreement between you and EdgeBit, govern your access to and use of the Site (but excluding any products or services which EdgeBit may provide to you under a separate agreement), and completely replace any prior or contemporaneous agreements between you and EdgeBit in relation your access to or use of the Site, whether oral or written.
16.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
16.3 If EdgeBit provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
16.4 You agree that EdgeBit may provide you with notices (including, without limitation those regarding changes to the Terms) by email, regular mail, or postings on the Site. By providing EdgeBit with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail. You may provide us with legal notices at our postal address set forth above or via email to support@edgebit.io.
16.5 You agree that EdgeBit’s failure to exercise or enforce any legal right or remedy contained in the Terms (or which EdgeBit has the benefit of under any applicable law), will not be deemed a waiver of any such rights or remedies, and that those rights or remedies will still be available to EdgeBit.
16.6 EdgeBit shall not be liable for any failure or delayed performance of its obligations resulting from any condition beyond its reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, or Internet disturbances.
16.7 The Terms, and your relationship with EdgeBit under the Terms, shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. You and EdgeBit agree to submit to the exclusive jurisdiction of the courts located within the city of Richmond, VA to resolve any legal matter arising from the Terms.
16.8 You understand that the Site may be subject to United States export controls administered by the U.S. Department of Commerce and the United States Department of Treasury Office of Foreign Assets Control. You acknowledge and agree that you may not use, transfer, or otherwise export or re-export any portion of the Site to countries against which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Entity List, Denied Persons List, or Unverified List, or the U.S. Department of State’s Nonproliferation Sanctions list (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By accessing or using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and regulations, and you assume sole responsibility for obtaining United States government export licenses to export or re-export as may be required. You will indemnify and hold harmless EdgeBit, its suppliers and licensors from and against any violation of such laws or regulations by you or by any of your agents, officers, directors or employees.
16.9 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (which consent will not be unreasonably withheld). Notwithstanding the foregoing, EdgeBit may assign the entirety of its rights and obligations under these Terms, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of these Terms will be void.
