Last modified: April 2020
Welcome to Prompt!
BY ACCESSING OR USING THE WEBSITE YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS.
IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES.
“Consultant” refers to an individual, entity or organization engaged by an educational institution or organization, parent or student.
“Editate,” “we,” or “us” refer to Editate Inc. and our officers, directors, employees, contractors and agents. To the extent applicable, they also refer to our affiliates, service providers and licensors, and their respective officers, directors, employees, contractors and agents.
“Reviewers” refers to any Consultants or Writing Coaches generally.
“Services” refers to the on-demand writing support services provided by Editate and Writing Coaches, and any and all related services and promotions.
“Users” refers to any and all persons that access or use the Website, including students, parents and Consultants. References to “access” and/or “use” of the Website (and any variations thereof) include the acts of accessing or browsing the Website, and accessing or using the Services.
“User Content” refers to videos, text, photos, information and other content captured, recorded, streamed, stored, shared or otherwise made available or caused to be made available by users on or through the Website.
“Your Content” refers to user content that is provided or made available or caused to be made available by you.
“Website” refers to any website owned or operated by Editate (including the website currently located atwww.prompt.com, www.editate.com and www.editrevise.com), through which access to the Services is available. References to the “Website” include any and all features, functionality, tools and content available on or through each such website.
“Writing Coach” refers to a member of Editate’s network of independent contractors engaged by Editate to perform certain aspects of the Services.
YOUR OBLIGATION TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS;
LIMITATIONS OF OUR LIABILITY TO YOU; AND
A REQUIREMENT THAT YOU PURSUE CLAIMS OR SEEK RELIEF AGAINST US THROUGH ARBITRATION ONLY (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) AND ON AN INDIVIDUAL BASIS, RATHER THAN AS A PARTICIPANT IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
YOUR ACCESS TO AND USE OF THE WEBSITE AND SERVICES IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS.
Editate reserves the right, in its sole discretion, to amend the Terms, at any time and without prior notice, including to change, modify, add to, update or remove terms and conditions (collectively “amend” or “update”). If we choose to amend the Terms, we will update the Effective Date at the top of the Terms and post the updated version. We may also, at our option, choose to notify you by e-mail or another means. By continuing to use the Website or Services after we have posted an updated version of the Terms or otherwise notified you of an update, you are affirming that you agree to be bound by the amended Terms. This provision is subject to a few limitations in the “Dispute Resolution” section below. If the amended Terms are not acceptable to you, your only recourse is to stop all use of the Website and Services.
No other modification, amendment, supplement of or to the Terms will be binding on Editate unless it is in writing and signed by an authorized representative of Editate.
Your failure to comply with the Terms may result in the suspension or termination of your account and/or access to the Services, and may subject you to civil and criminal penalties.
Subject to your compliance with the Terms, Editate grants you a limited non-exclusive, non-transferable, non- assignable and non-sublicensable license to access and use the Website and Services for your own personal use only, and not for use for any business purpose or commercial activity (unless you are a Reviewer). This license is
granted for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Editate, in the manner permitted by the Terms.
YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:
EDITATE DOES NOT AND CANNOT GUARANTEE THAT THE WEBSITE OR SERVICES WILL BE CONTINUOUS OR ERROR-FREE.
IF YOUR MOBILE OR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR OUR WEBSITE IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BILLING ISSUES OR OTHER BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE WEBSITE.
YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND THE SERVICES AND YOUR CONTENT. ABUSE OF THE SERVICES MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.
Editate reserves the right, in its sole discretion, to modify or discontinue offering the Website and/or Services, in whole or in part, or any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you.
You agree that Editate has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.
The Website and Services are controlled and operated within the United States. You are hereby prohibited from accessing or using the Website and Services from any territory where the Website or any of the features, functionality, tools, content thereof, are illegal. If you choose to access the Website from a location outside the United States, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.
While certain areas of the Website are publicly available, you must register for a User account before you are able to use any of the Services. You may register to create an account directly via the Website.
You may not register for an account on behalf of any person (other than yourself or your child).
No person or entity may have more than one active account at any given time (except with respect to Consultant subaccounts).
For Consultants, a designated administrator may set up a primary account, and designate the individuals who are eligible to sign up for subaccounts. Administrators for each client will have access to manage and view activities associated with the subaccounts registered to that client. (For simplicity, both accounts and subaccounts will be referred to hereafter as “accounts”).
Your account and account profile page will be created based upon the information you provide to us.
You agree to provide complete, accurate and up-to-date information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. Please note that the name and contact information that you submit when you register will be shared in accordance with your selections in your account settings when you share Your Content.
When you create your account, you will be asked to create a password, which you will be solely responsible for safeguarding. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower
case letters, numbers and symbols) with your Editate account or any other account that you may connect to your Editate account. You agree not to disclose your password to any third party, and you agree to immediately notify Editate of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. Editate cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
You may cancel your account at any time.
We may, in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to (i) limit, suspend, deactivate or cancel your account and take technical and legal steps to prevent you from using our Website and Services at any time for any reason, and (ii) screen or delay the posting or delivery of Your Content.
Editate reserves the right to suspend or terminate your account or your access to the Services if you create more than one account, or if any information provided during the registration process or thereafter is determined to be incomplete, inaccurate, out-dated, deceptive or fraudulent.
We reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a prolonged period of time. We also reserve the right to cancel accounts of Users who fail to comply with the Terms, including the terms and conditions regarding User conduct, as set forth in the “User Conduct Guidelines” section below and elsewhere in the Terms.
If your account is deactivated or cancelled, Editate will have the right, but not the obligation to delete Your Content.
If Editate has suspended your account due to your actual or suspected breach of the Terms, such suspension will continue until the suspected breach is cured or otherwise resolved to Editate’s reasonable satisfaction.
You agree to pay the fee for the applicable monthly or annual subscription fee for your subscription at the rates in effect when the charges are incurred, including any applicable taxes. Any change in the subscription fee will go into effect for the next billing period after we provide notice of the change. You may cancel your subscription at any time. Any cancellation will take effect at the beginning of the next applicable month or year, depending on your type of subscription, and you may continue using the Services until that time. If you signed up for a yearly subscription that is billed monthly, you will be charged a penalty for cancelling your subscription in an amount equal to the difference between the monthly price and the yearly price being billed each month for the time period remaining on your subscription.
You may purchase credits for yourself or as a gift to someone else. The credits are automatically deducted from your account when you use the Services. The credits are virtual currency for Editate and Editate’s affiliates and you are not able to remove the credits from the Services. Credits may expire and there is a different credit system for College Admissions Essays and Academic Essays. Credits received as part of a subscription expire at a timeline associated with the subscription purchased. Credits purchased outside of a subscription do not expire; however, if the user does not log in within a 12-month period, the credits will be placed in a “holding” state and the customer will need to request the reactivation of the credits by emailing email@example.com. Credits are not eligible to be refunded after the cancelation period. Credits are not eligible to be transferred or sold to other users.
We may contact you via email regarding your account, for example, in connection with a problem with your credit card or payment account.
Alternatively, if you are a Consultant, you may choose to pay by bank transfer to a designated Editate account or by check. In that case, Editate will invoice you in accordance with the foregoing. Payment of invoices is due within thirty (30) days, and outstanding amounts will accrue interest at the lesser of 1½% per month and the maximum rate permitted by law.
If you receive a free trial offer for a specific time period, you will not be charged during the period of the free trial, but the subscription fee will be automatically charged to the credit card associated with your account for the subsequent period the day after your free trial period has ended, in advance, in accordance with the “Subscriptions” terms stated above. Thereafter, you will be charged at monthly intervals until you decide to cancel. Please make a note of when your free trial will expire as you may not receive additional notice prior to the automatic charge if you do not cancel before the free trial period expires. Free trials are limited to one per person. If you attempt to register for a second free trial offer, Editate will automatically charge your credit card in accordance with the “Subscriptions” terms stated above. If you do not wish to pay the applicable fees for a subscription, you should cancel your account before the free trial period ends and not complete any subsequent registration for a subscription.
Unless Editate agrees or states otherwise in writing, all fees and charges are nonrefundable.
Any time you access or use the Services, you are required to comply with our User conduct guidelines, as set forth below.
You agree that you will access and use the Website and Services for your personal use only, unless you are a Reviewer.
Your Content may be viewed by the Users you designate (i.e. if you are a student User, your assigned Reviewer will see Your Content (such as your essays); if you are a Reviewer, Your Content (such as your feedback on User essays) will be seen by the applicable Users). Thus, you should only upload, share or store information and other content that you are comfortable sharing.
You agree that you will not access or use the Website or Services to upload, share or store any information, or otherwise act in any manner, that:
is intended to perpetrate a hoax or otherwise defraud, mislead or deceive any person or entity;
violates, breaches or circumvents any local, state, federal or other law, rule or regulation, including any ruling or order of a court or administrative body;
violates, breaches or circumvents the rights of any person or entity, including infringing or misappropriating such party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
is defamatory, obscene, pornographic, vulgar, lewd, offensive or unlawful;
promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
is inflammatory, abusive, violent or threatening or promotes violence or actions that are threatening to any other person;
promotes illegal or harmful activities or substances;
is harmful to children.
In the event Your Content contains any of the foregoing prohibited material, or if Editate deems it necessary in its sole discretion, Editate may elect (but is not obligated to except as set forth in applicable law) to report Your Content to the appropriate legal authorities, and, if applicable, your designated Consultant.
You are not authorized to access or use the Website or Services:
to impersonate any person or entity, or falsify or otherwise misrepresent your identity, credentials, affiliations or intentions;
to collect, store or use any information from or about another User, other than to provide aid to such User or as otherwise authorized and intended by such User;
to “stalk” or harass any other User;
to distribute unsolicited commercial or bulk electronic communications (or, “spam”), chain letters or “pyramid” schemes;
for political campaigning, recruiting votes or soliciting donations or other support for legislative or other initiatives;
to systematically retrieve information or content to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
if you are a person barred from receiving services under the laws of the United States or other applicable jurisdiction; or
for any other purposes that are not expressly permitted by the Terms.
Further, you may not:
access, copy, distribute, share, publish, use or store, or prepare derivative works from any Website content or User Content that belongs to Editate, another User or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of the person or entity party holding the rights to license such use;
share your login credentials or transfer your account to another party without our consent;
circumvent our systems, policies, determinations as to your account status, including by attempting to access or use the Website if your account has been suspended or cancelled or you have otherwise been temporarily or permanently prohibited or blocked from using the Services;
access, search, collect information from, or otherwise interact with the Services by “scraping,” “crawling” or “spidering” the Services, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by Editate, unless you have been specifically authorized to do so in a separate agreement with Editate;
use, display, mirror or frame the Website, or any feature, functionality, tool or content of the Website, Editate’s name, any Editate trademark, logo or other proprietary information, without Editate’s express written consent;
interfere with, disrupt, damage or compromise the Website or our systems or the access of any User, host or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or by overloading, flooding, spamming, mail- bombing the Website or otherwise imposing an unreasonable or disproportionately large load on the Website;
access, tamper with or use non-public areas of any of the Website, Editate’s computer systems, or the technical delivery systems of Editate’s providers;
probe, scan, or test the vulnerability of any system or network of Editate or its providers, or breach or circumvent any security or authentication measures of such system or network;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Editate or any of Editate’s providers or any other third party to protect the Website;
forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Website to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Website;
export or re-export the Website or Services, except in compliance with the export control laws and regulations of any relevant jurisdictions;
otherwise abuse the Website or Services, or breach the Terms; or
attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.
All User Content is the sole responsibility of the User who originated such content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or endorse any opinions expressed in such User Content. You understand that by using the Services, you may be exposed to User Content that is offensive, harmful, inaccurate, misleading, fraudulent or otherwise inappropriate. Under no circumstances will Editate be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of any User Content.
We may, but are not required to monitor or control the User Content captured, recorded, uploaded, streamed, shared or stored on or through the Services, and we cannot take responsibility for such User Content. Any use or reliance on any User Content is at your own risk.
If you feel that another User has violated the Terms, abused the Services or otherwise acted inappropriately, you may report the User to Editate at firstname.lastname@example.org. Editate reserves the right, but assumes no obligation, to investigate and take appropriate action in response to such reports. Regardless of its action or inaction, in no event will Editate be liable for the acts or omissions of any User or any third party.
If you are a California resident, you may also report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. See the “California Residents” subsection below for the full information required under California Civil Code §1789.3.
Editate reserves the right to investigate any and all reports, complaints and claims and prosecute violations of the law or otherwise suspected misconduct to the fullest extent of the law.
Without limiting the foregoing, you acknowledge that Editate has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Website or Services by any User, to access, review, preserve and disclose any User Content, or to remove or disable access to any User Content, if we believe in good faith that it is reasonably necessary (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), (ii) to respond to claims asserted against Editate, (iii) to enforce and to ensure a User’s compliance with the Terms, including the investigation of potential violations, (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues, (v) to protect the rights, property or safety of Editate, its Users or members of the public, and (vi) for the purpose of operating and improving the Website and Services (including for customer support purposes).
You agree to cooperate with and assist Editate or its representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.
When an issue arises, we reserve the right to consider such User’s performance history and the specific circumstances in applying our policies, and to determine how strictly to enforce such policies in an effort to achieve a fair outcome for all parties involved.
Consultant understands and acknowledges that Prompt has expended and continues to expend significant time and expense in recruiting and training its contractors and employees and that the loss of such contractors and employees would cause significant and irreparable harm to Prompt. The Consultant agrees and covenants not to directly or indirectly solicit, hire, or recruit, or attempt to solicit, hire, or recruit, any contractor or employee of Prompt or any contractor or employee of Prompt in the six (6) months before the termination of this Agreement (collectively, "Covered Person"), during the Term and for a period of one year beginning on the date of termination of this Agreement.
The Website, including the Services, and all features, functionality, tools and content thereof, is protected by copyright, trademark, patent and other laws of the United States and foreign countries. You acknowledge and agree that the Website and Services, and all intellectual property rights therein are the exclusive property of Editate and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Website or Services.
Without limiting the foregoing, you acknowledge and agree that the trade names, logos, and other trademarks and service marks associated with Editate (the “Editate Marks”) are the property of Editate, and that you are not permitted to use the Editate Marks without our prior written consent.
You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools or content of the Website or Services in any form or by any means, or sublicense the rights granted in the Terms, except as expressly permitted herein, without the prior written permission of Editate or the intellectual property owner, as applicable.
This foregoing license is subject to modification or revocation at any time at Editate’s sole discretion.
No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Editate or its licensors, except for the licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are hereby reserved.
By uploading, sharing or storing Your Content, you hereby grant Editate a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, copy, reproduce, process, adapt, modify, distribute, and display Your Content on the Website to the Users you select as necessary to provide the Services to you, including, customer support services, and otherwise operate the Website and Services, including for product development and de-bugging purposes.
You further grant us the right to use, copy, distribute, post, and display your [name, city, state] and other information to the applicable Users in connection with Your Content as described herein or elsewhere on the Website, subject to any applicable data protection laws.
Editate does not claim any ownership rights in Your Content and nothing in the Terms will be deemed to restrict any rights that you may have to use and exploit any such content, subject only to the licenses granted to Editate under these Terms.
You acknowledge and agree that you are solely responsible for Your Content, and for any consequences thereof, including the use of Your Content by other users and our third-party partners.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Your Content, and that neither Your Content, nor Editate’s use of Your Content (or any portion thereof) on or through the Website or in connection with the Services will infringe, misappropriate or violate the rights of any person or entity, including patent, copyright, trademark, trade secret, moral rights, industrial rights, database rights or other proprietary or intellectual property rights, rights of publicity or privacy or data protection or contractual rights, or result in the violation of any applicable law or regulation.
We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Website or Services (“Feedback”). You may submit Feedback by e-mailing us, at email@example.com. You acknowledge and agree that all Feedback you give us (i) will be treated as non- confidential, and (ii) will be the sole and exclusive property of Editate. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by Editate or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to Editate all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.
You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect Editate’s rights in such improvements, enhancements and modifications.
You understand and agree that Editate: (i) does not employ, recommend or endorse any Reviewers; (ii) is not responsible or liable in any manner for the performance or conduct of any Reviewers online or offline; (iii) makes no representations or warranties about the quality of the services provided by any Reviewers or about your interactions or dealings with any Reviewers; and (iv) does not screen Consultants in any manner or conduct any kind of identity or background checks on Reviewers, except as otherwise expressly stated in these Terms. Editate only conducts background checks on Writing Coaches and does not make any representations about the results thereof or any Reviewer credentials. Editate shall not be liable for any information not included in the background check or any errors or omissions in the processing of the background checks. Regardless of any background checks conducted by Editate, you should exercise caution and perform your own due diligence before engaging any Reviewer through our Platform. Editate expressly disclaims, and you hereby expressly release Editate from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm or damages arising from or related to our Services or your interactions or dealings with Reviewers, including any acts or omissions of Reviewers online or offline. All use of our Website is at your sole and exclusive risk.
The Website may also provide links to third-party websites, resources or services. You acknowledge and agree that Editate is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by Editate of such websites, resources or services or the content, products or services available on or through such websites, resources or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.
We will not be responsible or liable for any damage or harm resulting from your interactions with such websites or services, or the content, products or services available on or through such websites or services.
You represent and warrant to Editate that:
you have the power and authority to accept and agree to the Terms;
you own or control all of the rights necessary to grant the rights and licenses granted herein;
you will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with Your Content or otherwise in connection with your access to or use of the Website and Services;
the exercise by Editate of the rights granted by you hereunder will not cause Editate to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and
all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EDITATE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE WEBSITE OR SERVICES, OR THAT USE OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY WEBSITE CONTENT.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:
THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE AND SERVICES IS AND REMAINS WITH YOU.
WITHOUT LIMITING THE FOREGOING, EDITATE DISCLAIMS ANY AND ALL LIABILITY RELATED TO (I) YOUR USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES, (II) THE ACTS OR OMISSIONS OF ANY OTHER USER OR ANY OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR
USE OF THE SERVICES, AND (III) ANY USER CONTENT ACCESSED, VIEWED OR DOWNLOADED IN CONNECTION WITH THE USE OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING AND USING THE WEBSITE, SUBMITTING AND TRANSMITTING YOUR CONTENT, COMMUNICATING OR INTERACTING WITH OTHER USERS AND ACCESSING, VIEWING OR DOWNLOADING THE USER CONTENT OF OTHER USERS ARE DONE AT YOUR OWN DISCRETION AND RISK, AND YOU AND HEREBY RELEASE EDITATE AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY ANY OF THE FOREGOING.
IN NO EVENT WILL EDITATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EDITATE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSIVE OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, EDITATE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).
YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EDITATE AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
NOTHING IN THE TERMS FURTHER IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE FROM DEATH OR PERSONAL INJURY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN THIS SECTION THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT REQUIRED BY LAW.
To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold Editate, its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives, harmless (collectively “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) your access to or use of the Website and Services, including any and all features, functionality, tools, content and promotions available on and through the Website, (ii) Your Content; (iii) any interactions with any other User, (iv) your breach of the Terms, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (v) your gross negligence or willful misconduct.
You agree that, at Editate’s option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense, (i) Editate may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of Editate (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.
No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by the Terms.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND EDITATE HAVE AGAINST EACH OTHER ARE RESOLVED.
The Terms shall be governed by and interpreted in accordance with the laws of New Jersey without regard to conflict of law principles.
Notwithstanding any contrary provision of these Terms, all disputes, claims, controversies and matters relating to or in connection with these Terms (or the breach thereof) or any transactions hereunder shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial ArbitrationRules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in the State of New York before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.
Subject to the above arbitration provisions, you and Editate agree that any and all disputes, claims and actions, at law or in equity, arising out of or relating to or in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services, including the Website (collectively, “Disputes”) in the federal or state courts located in the State of New Jersey and each of us agrees that such courts shall have exclusive jurisdiction and venue for any such actions, except that Editate retains the right to submit a Dispute to any court of competent jurisdiction. Editate also may seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST EDITATE ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND EDITATE OTHERWISE AGREE IN WRITING, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.
Both of us agree that if we make any amendment to this Dispute Resolution section (other than an amendment to any notice address or site link provided herein) in the future, that amendment will not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims governed by this section that have arisen or may arise between you and Editate. We will notify you of amendments to this section by posting the amended Terms on www.editate.com. If you do not agree to the amended terms, you may close your account within 30 days and you will not be bound by the amended dispute resolution terms. If you do not have an account (or once you have closed your account, if applicable), you must cease using the Website immediately. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Editate in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms).
You may not assign, transfer, delegate or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. Editate may assign, transfer, delegate and/or sublicense our rights and obligations under the Terms, in whole or in part, in its sole discretion, without restriction.
Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.
Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms of Service shall survive such expiration or termination.
Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by Editate (i) via e-mail (in each case to the address that you provide), or (ii) by posting to the Website. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.
Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.
Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.
The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.
Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.
In the Terms, unless the context requires otherwise: (i) ”herein,” “hereof,” “hereunder,” “hereto,” and similar terms refer to the Terms collectively and as a whole, and not merely to the specific section, paragraph or clause in which the term appears; (ii) ”or” connotes any combination of all or any of the items listed; and (iii) ”including” (and any of its derivative forms) means “including but not limited to.”
If you have any questions or concerns, please contact Editate at firstname.lastname@example.org. You can also write to us at:
83 Maple Street
Rutherford, NJ 07070 United States
Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:
Complaints regarding the Website or Services or requests to receive further information regarding use of the Website or Services may be sent to the above address or to email@example.com.
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.
Copyright ©2020 Editate Inc. All rights reserved.
Last modified: July 2016
We may collect and store the following information when rendering the Services:
When you register an account, we collect some personal information, such as your name and email address. We may also receive information about you (for example, your email address) through other users, for example if they have tried to share something with you or tried to refer Editate to you.
We collect and store the files you upload, download, or access in connection with your use of the Services (”Files”). If you add a file to your Editate account that has been previously uploaded by you or another user, we may associate all or a portion of the previous file with your account rather than storing a duplicate.
When you use the Services, we automatically record information from your Device, its software, and your activity using the Services. This may include the Device’s Internet Protocol (”IP”) address, browser type, the web page visited before you came to our website, information you search for on our website, locale preferences, identification numbers associated with your Devices, your mobile carrier, date and time stamps associated with transactions, system configuration information, metadata concerning your uploaded files and documents, and other interactions with the Service.
We also use ”cookies” to collect information and improve our Services. A cookie is a small data file that we transfer to your Device. We may use ”persistent cookies” to save your registration ID and login password for future logins to the Service. We may use ”session ID cookies” to enable certain features of the Service, to better understand how you interact with the Service and to monitor aggregate usage and web traffic routing on the Service. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites
you visit. If you do not accept cookies, however, you may not be able to use all aspects of the Service.
In the course of using the Service, we may collect personal information that can be used to contact or identify you (collectively, the ”Personal Information”). Personal Information is or may be used: (i) to provide and improve our Service, (ii) to administer your use of the Service, (iii) to better understand your needs and interests, (iv) to personalize and improve your experience, and (v) to provide or offer software updates and product announcements. If you no longer wish to receive communications from us, please follow the ”unsubscribe” instructions provided in any of those communications, or update your account settings information.
We also collect some information (ourselves or using third party services) using logging and cookies, such as IP address, which can sometimes be correlated with Personal Information. We use this information for the above purposes and to monitor and analyze use of the Service, for the Service’s technical administration, to increase our Service’s functionality and user-friendliness, and to verify users have the authorization needed for the Service to process their requests. As of the date this policy went into effect, we use Google Analytics. To learn more about the privacy policies of each of these services, please visit their websites.
We will display your Personal Information in your profile page and elsewhere on the Service according to the preferences you set in your account. Any information you choose to provide should reflect how much you want others to know about you. Please consider carefully what information you disclose in your profile page and your desired level of anonymity. You can review and revise your profile information at any time. We do not sell your Personal Information to third parties. We may also share or disclose your Personal Information with your consent, for example if you use a third party application to access your account (see below). Through certain features of the Service, you may also have the ability to make some of your information public. Public Information may be broadly and quickly disseminated.
We may use certain trusted third party companies and individuals to help us provide, analyze, and improve the Service (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Service’s features).
We may share your Personal Information with a third party application with your consent, for example when you choose to access our Services through such an application. We are not
We may disclose to parties outside Editate files stored in your Editate account and information about you that we collect when we have a good faith belief that disclosure is reasonably necessary to (a) comply with a law, regulation or compulsory legal request; (b) protect the safety of any person from death or serious bodily injury; (c) prevent fraud or abuse of Editate or its users; or (d) to protect Editate’s property rights. If we provide your Editate documents to a law enforcement agency as set forth above, we will remove Editate's encryption (if any has been added) from the documents before providing them to law enforcement. However, Editate will not be able to decrypt any files that you encrypted prior to storing them on Editate.
You hereby acknowledge that we may in our discretion disclose your non-private, aggregated, or otherwise non-personal information, such as usage statistics of our Service.
If you are a registered user, you may review, update, correct or delete the Personal Information provided in your registration or account profile by changing your ”account settings.” If your personally identifiable information changes, or if you no longer desire our service, you may update or delete it by making the change on your account settings. In some cases we may retain copies of your Personal Information if required by law. For questions about your Personal Information on our Service, please contact support@Editate.com. We expect to respond to all inquiries within 30 days of receipt.
We will retain your Personal Information for as long as your account is active or as needed to render the Services. If you wish to cancel your account or request that we no longer use your Personal Information to render the Services, you may delete your account by emailing us at support@Editate.com. We may retain and use your Personal Information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your Personal Information quickly upon request. Please note, however, that there might be latency in deleting your Personal Information from our servers and backed-up versions might exist after deletion. In addition, we do not delete from our servers files that you have in common with other users.
Our Site includes links to other web sites whose privacy practices may differ from those of Editate. If you submit Personal Information to any of those sites, your information is governed by their privacy statements. We encourage you to carefully read the privacy statement of any Web site you visit.
The security of your Personal Information is important to us. When you enter sensitive information on our forms, we encrypt the transmission of that information using secure socket layer technology (SSL).
We follow generally accepted standards to protect the all information and data submitted to us, both during transmission and once we receive it. No method of electronic transmission or storage is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, you can view or contact us at support@Editate.com.
Our Services are not directed to persons under 13. We do not knowingly collect personally identifiable information from children under 13. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at support@Editate.com. If we become aware that a child under 13 has provided us with Personal Information, we will take steps to delete such information from our files.
Under California's "Shine the Light" law, California residents who provide personal information in obtaining services for personal, family or household use are entitled to request and obtain from us once per calendar year information about the customer information that we shared, if any, with other businesses for their own direct marketing uses. If applicable, this information would include the categories of customer information and the names and addresses of those businesses with which we shared customer information for the calendar year previous to such request (e.g. requests made in 2016 will receive information regarding 2015 sharing activities).
To obtain this information from us, please send an email message to supporteditate.com with "Request for California Privacy Information" in the subject line and in the body of your message. We will then email you the requested information. Not all information sharing is covered by the "Shine the Light" requirements and only information on covered sharing will be included in our response.