Terms and Conditions
Last updated and effective as of May 16, 2018
Please read these terms and conditions of service carefully.
1. Our Relationship.
1.1 This document sets forth your legal agreement with Interactive Estate Document Systems, LLC and its subsidiaries, agents, officers, directors, employees, and independent contractors (collectively, “IEDS”). Your use of the IEDS Documents, the Sites, or any other IEDS service (collectively “Service” or “Services”) is subject to these Terms and Conditions (the “Usage Terms”).
1.2 LEGAL SERVICES NOT PROVIDED: IEDS PROVIDES INFORMATION AND SOFTWARE ONLY AND DOES NOT PROVIDE LEGAL ADVICE, LEGAL SERVICES, OR PARTICIPATE IN ANY LEGAL REPRESENTATION. THE SERVICE IS NOT A “LAWYER REFERRAL SERVICE” AND DOES NOT PROVIDE OR PARTICIPATE IN ANY LEGAL REPRESENTATION. NO LEGAL REPRESENTATION RELATIONSHIP WITH IEDS OR ANY PARTNER (such as a financial service organization, accountant, nonprofit organization, healthcare provider, home healthcare organization or employer who subscribes to any Service) IS CREATED BY YOUR USE OF ANY SERVICE.
YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE FOR THE SELF-PREPARATION OF LEGAL DOCUMENTS AND THAT NEITHER IEDS NOR ANY PARTNER IS PROVIDING ANY LEGAL ADVICE OR LEGAL REPRESENTATION TO YOU. YOU FURTHER ACKNOWLEDGE THAT DECISIONS MADE WITH REGARD TO THE DEVELOPMENT OF YOUR LEGAL DOCUMENTS ARE MADE BY YOU AND WITHOUT THE ADVICE OR GUIDANCE OF IEDS OR ANY PARTNER. NOTE THAT A FORM DOCUMENT IS NOT A SUBSTITUTE FOR LEGAL ADVICE OR THE SERVICES OF AN ATTORNEY.
WHILE IEDS’S GOAL IS TO MAKE BASIC ESTATE PLANNING DOCUMENTS AFFORDABLE AND AVAILABLE TO EVERYONE, IEDS AND ITS SERVICES ARE NOT SUBSTITUTES FOR ATTORNEY ADVICE. YOU AGREE THAT YOU ARE REPRESENTING YOURSELF WHEN YOU USE ANY SERVICE. IF YOU ARE UNSURE WHETHER YOUR SITUATION REQUIRES THE SERVICES OF AN ATTORNEY, IEDS URGES YOU TO DISCUSS YOUR SITUATION WITH AN ATTORNEY.
YOU AGREE THAT ANY RELATIONSHIP YOU MAY HAVE WITH ANY IEDS ASSOCIATE IS OUTSIDE OF AND SEPARATE FROM YOUR RELATIONSHIP WITH IEDS AND THAT IEDS IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY IEDS ASSOCIATE.
1.3 Some Services may also be subject to Special Terms (the “Special Terms”).
1.4 In the event of a conflict between the Usage Terms and the Special Terms, then the Special Terms shall prevail. The Usage Terms and any Special Terms and all other documents incorporated by reference in these Usage Terms are collectively referred to as the “Terms”.
1.5 IEDS may change the Terms at its sole discretion. If IEDS changes the Terms, this document will be updated. Your use of the Services is subject to the most current version of the Terms at the time of such use.
Unless otherwise defined, capitalized terms used throughout these Usage Terms have the meanings stated below:
2.1 “Account” means any Service and all activity associated therewith, whether paid or free, for which you register at www.ieds.online or any other site owned, controlled or used by IEDS to provide the Service.
2.2 “Account Information” means the information you provide to IEDS when you register for a Service, including but not limited to your IEDS ID and email address.
2.3 “Documents” means any documents and/or media provided by you or IEDS, including but not limited to (a) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, (b) products, (c) folders, and (d) User Documents.
2.4 “Intellectual Property Rights” means copyright, trademark, patent, trade secret, and any other intellectual and proprietary rights.
2.5 “Law” means any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction, such as any laws regarding the export of data or software to and from the United States or other applicable countries.
2.6 “Linked Sites” means websites, other than the Sites, which are outside the control of IEDS but are accessed from the Services.
2.7 “Marks” means the trademarks, logos and service marks displayed as part of the Services.
2.8 “IEDS Associates” means (a) attorneys who subscribe to any Service, (b) partners (such as financial service organizations, accountants, nonprofit organizations, healthcare providers, home healthcare organizations or employers) who subscribe to any Service, or (c) any other licensees.
2.9 “IEDS Documents” means any Documents or Software provided by IEDS under the Terms.
2.10 “Share” means to email, post, transmit, upload, or otherwise make available through use of the Services.
2.11 “Shared Documents” means Documents that you or other Users Share through the Services.
2.12 “Sites” means www.ieds.online, any and all of its subdomains, and any other site owned, controlled and used by IEDS to provide the Services.
2.13 “Software” means IEDS software code and associated documentation, including but not limited to any mobile and tablet applications related to the Services, content files, drivers, patches, or fonts.
2.14 “User” means a user of the Services or a visitor to the Sites.
2.15 “User Documents” means (a) Your Documents and (b) Shared Documents uploaded by other Users.
2.16 “Your Documents” means (a) any Documents that you create through your use of the Services and (b) any Documents and any other documents that you Share through your use of the Services.
3. Acceptance of Terms.
3.1 You may not use the Services if you do not agree to the Usage Terms. You accept the Usage Terms (a) by selecting “I agree” to these Usage Terms when completing your registration, (b) by using the Services in any way, such as downloading or uploading any Documents made available via the Services by IEDS, you, or other Users, or (c) by merely browsing the Services.
3.2 You may not use the Services if (a) you are prohibited by Law from receiving or using the Services, (b) you are not fully able and competent to enter into a binding contract with IEDS, such as if you are not of legal age or have not obtained parental consent. In particular, unless expressly stated otherwise in the Special Terms for any given Service, you affirm that you are 18 years of age or older and acknowledge that these Services are not intended for anyone under 18 years of age.
3.3 IEDS may require you to provide consent to the updated Usage Terms before further use of the Services is permitted. Otherwise, your continued use of any Service constitutes your acceptance of the changes.
5.1 Services. The Services, and their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided in the Terms, IEDS and its licensors do not grant any express or implied rights to use the Services. All rights, title, and interest in the Services are and will continue to be the exclusive property of IEDS and/or its licensors and nothing in the Terms shall be construed to confer any license or right, by implication, estoppel or otherwise, under Intellectual Property Rights, to you or any third party.
5.2 Trademarks. The Marks are the property of IEDS or other rights holders. You are not permitted to use the Marks without the prior written consent of IEDS or the rights holder. The term “IEDS,” the IEDS logo, and the Marks are trademarks of Interactive Estate Document Systems, LLC
6. Use of Services and Documents.
6.1 If you comply with these Usage Terms, IEDS grants to you a non-exclusive, non-transferable, revocable right to access and use the Services, to Share Your Documents to the Services, and to use the Documents in connection with the Services, subject to the restrictions stated in this section.
6.2 Except with respect to Your Documents, you agree:
(a) Not to alter, copy, modify, or re-transmit the Documents;
(b) Not to lease, license, rent, or sell the Documents or the right to use and access the Services;
(c) Not to remove, obscure, or alter any text or proprietary notices contained in the Documents;
(d) Not to copy or imitate part or all of the design, layout, or look-and-feel of the Services, which are protected by Intellectual Property Rights;
(e) To use the Services and the Documents only as permitted by the Terms and applicable Law; and
(f) That certain Services and Documents may be available only if you have paid a fee or have provided certain Account Information.
6.3 IEDS uses reasonable efforts to make the Services available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and repairs, or as a result of the failure of telecommunications links and equipment that is beyond our control. IEDS will take reasonable steps to minimize such disruption, to the extent it is within its reasonable control.
6.4 IEDS may modify or discontinue, temporarily or permanently, the Services or Documents, or any portion thereof, with or without notice. You agree that IEDS shall not be liable to you or anyone else if it does so.
6.5 Payment Terms.
(a) Plan Fees. Certain Services require you to purchase a plan to access all or part of such Services. Plan fees are non-refundable, except as otherwise stated in specific plan terms applicable to a Service. Plan fees may change at the end of your plan period. Plan terms are available at www.ieds.online.
(b) You are responsible for paying all taxes levied in connection with your use of the Services. Your credit card company or bank may impose on you other fees in connection with your payment of plan fees. Your ability to access the Services may require payment of third-party fees (such as telephone toll charges, mobile carrier fees, ISP, data plan, etc.). IEDS has no connection to or responsibility for such fees.
(c) Collection of Plan Fees. You agree that, in the event IEDS is unable to collect the plan fees owed by you to IEDS for the Services, IEDS may take the steps it deems necessary to collect such plan fees from you and that you will be responsible for all costs and expenses incurred by IEDS in connection with such collection activity.
7. Account Information.
7.1 You agree that your Account Information will always be complete, accurate, and up to date. It is your responsibility to keep your Account password or log-in credentials confidential at all times and you are solely responsible for all activity that occurs via your Account. If you become aware of any unauthorized use of your Account or Account Information, or any other breach of security, you agree to notify IEDS by email to [email protected] IEDS may require that you change your Account Information or certain parts of your Account Information at any time for any reason. Unless IEDS expressly allows you the right to create and manage IEDS IDs as an account administrator for a company or unless expressly permitted in the Special Terms, you may not use another person’s Account Information.
8. User Conduct.
8.1 You agree not to access or attempt to access the Services by any means other than the interface provided by IEDS or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
8.2 You agree not to use, or to encourage or permit others to use, the Services to:
(a) Share any Documents that are unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
(b) Stalk, intimidate, and/or harass another;
(c) Incite others to commit violence;
(d) Harm minors in any way;
(e) Share any Documents that you do not have a right to Share under any Law or contractual or fiduciary relationship;
(f) Share any Documents that infringe any Intellectual Property Right or other proprietary right of any party;
(g) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(h) Forge headers or otherwise manipulate identifiers to disguise the origin of any Documents posted on or transmitted through the Services;
(i) Use the Services or Documents such that it will mislead a User into believing that they are interacting directly with IEDS or any Service;
(j) Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise);
(k) Use any IEDS domain name as a pseudonymous return email address;
(l) Share any Documents that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
(m) Access or use the Services in any manner that could damage, disable, overburden, or impair any IEDS server or the networks connected to any IEDS server;
(n) Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies, or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms;
(o) Disrupt or interfere with the security of, or otherwise cause harm to, the Services, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Services;
(p) Disrupt, interfere with, or inhibit any other User from using and enjoying the Services;
(q) Access or attempt to access any Documents that you are not authorized to access or through any means not intentionally made available through the Services;
(r) Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless IEDS authorizes such use in writing;
(s) Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Documents, use of any Service or Documents, or access to any Service or Documents, unless IEDS authorizes such use in writing;
(t) Use any data mining, web robots, or similar data gathering and extraction methods in connection with the Services or Documents;
(u) Host, on a subscription basis or otherwise, the Services, including but not limited to any related application, (i) to permit a third party to use the Services to create, transmit, or protect any content, or (ii) to conduct conferences or online meeting services for a third party, unless IEDS authorizes such use in writing;
(v) Defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; or
(w) Collect or store data about other Users in connection with the prohibited conduct and activities set forth in this Section 8.2.
9. Your Documents.
9.1 Storage. IEDS may provide online storage for Your Documents, subject to Section 9.2 below and any Special Terms that may further define the scope of such storage. Unless otherwise stated in the Special Terms or a separate written agreement between you and IEDS, IEDS has no responsibility or liability for the deletion or accuracy of any Documents, including Your Documents, the failure to store, transmit, or receive transmission of Documents, or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.
9.2 You agree that IEDS retains the right to create reasonable limits on the use of the Documents, including Your Documents, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by IEDS in its sole discretion. IEDS may require you to delete Your Documents until you are within the storage space limit associated with your Account.
9.3 You agree that you, not IEDS, are entirely responsible for all of Your Documents that you Share, whether publicly posted or privately transmitted. You assume all risks associated with use of Your Documents, including any reliance on their accuracy, completeness, or usefulness.
9.4 Settings Related to Use and Access of Your Documents.
(a) Certain Services may enable you to specify the level at which such Services restrict access to Your Documents. You are solely responsible for applying the appropriate level of access to Your Documents. If you do not choose the access level to apply to Your Documents, the system may default to its most permissive setting.
(b) IEDS may allow you to Share Your Documents with others. For example, IEDS may allow you to invite others to become guest Users, free of charge, with their only access being to your Shared Documents.
9.5 You acknowledge that the Services are automated (e.g., Your Documents are uploaded using software tools) and that IEDS personnel will not access, view, or listen to any of Your Documents, except as reasonably necessary to provide the Services, including but not limited to the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by IEDS in good faith to conform to legal requirements or comply with legal process; or (d) enforce the Terms, including investigation of potential violations hereof, as further described in Section 15 (Investigations).
9.6 You acknowledge and agree that although IEDS endeavors to provide security measures to protect Your Documents (including your Shared Documents that you shared privately), IEDS is not liable for any damages resulting from the disclosure of Your Documents.
10. Shared Documents.
10.1 License to Shared Documents. IEDS grants you a worldwide, royalty-free, and non-exclusive license to distribute, display, download, perform, and reproduce the Shared Documents, subject to the restrictions stated in this Section 10. With respect to Shared Documents shared in a group allowing for content sharing, IEDS also grants you the license to adapt and modify such Shared Documents. The license granted in this Section 10.1 is further limited to your personal and internal use purposes only.
10.2 It is your sole responsibility to determine what limitations, if any, are placed on your Shared Documents. IEDS cannot and does not monitor or control what others do with the Shared Documents, nor can IEDS prevent them from adding to, modifying, or adapting the Shared Documents.
10.3 You agree that IEDS has no liability of any kind should other Users use, modify, destroy, corrupt, copy, or distribute your Shared Documents in violation of the limitations that you may impose on their use.
10.4 Shared Documents may include personal information to facilitate your ability to Share Your Documents. You are solely responsible for any and all personal information, including but not limited to Account Information, that you or other Users on your Account use and submit in connection with the Services. You shall comply with all data protection and privacy laws and rules applicable to the personal information of other Users.
10.5 The Services may allow you to comment on Shared Documents. Comments are not anonymous and may be viewed by other Users who have access to Shared Documents. Your comments may be deleted by you, those other Users, or IEDS.
10.6 Access to Shared Documents can be terminated at any time by either (a) the party who granted access to the Shared Documents or (b) the party who was granted access to the Shared Documents.
10.7 In general, even though IEDS might delete an Account you hold with it in these types of shared editing or viewing areas, IEDS may continue to retain information regarding your past actions with respect to content reviews or sharing initiated by others.
10.8 Upon removal of Your Documents from the Services or upon making your Shared Documents no longer shared, IEDS shall have a reasonable time to cease use, distribution, and/or display of Your Documents. However, you acknowledge and agree that IEDS shall have the right but not the obligation to keep archived or “backup” copies of Your Documents or use Your Documents pursuant to Section 15 (Investigations).
11. Use of Software.
11.1 Software made available via the Services or through third-party marketplaces or stores is governed by the terms of the applicable Special Terms or the license agreement referenced in the Software. If there is any conflict between the Terms and the license agreement provided with such Software, then the license agreement shall take precedence in relation to that Software. If the Software is a pre-release version, then you are not permitted to use or otherwise rely on the Software for any commercial or production purposes, notwithstanding anything to the contrary included within an accompanying license agreement.
11.2 IEDS may provide mobile and tablet applications through third parties that interact with the Services. You are responsible for obtaining and maintaining any equipment or ancillary services needed to access mobile and tablet applications and you are responsible for all applicable taxes and fees incurred while accessing such applications (such as fees from your mobile carrier, overage charges, etc.).
11.3 If no license agreement accompanies the Software that is available for download, the download and use of such Software will be governed by the terms of this Section 11.3. IEDS grants you a personal, worldwide, revocable, limited, non-transferable, non-sub-licensable, non-assignable, non-exclusive license to use the Software in the manner permitted by the Terms. For clarification, you shall not distribute, lease, rent, sell, or sublicense the Software. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that you must first request the information from IEDS and IEDS may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on use of the Software to ensure that IEDS’s Intellectual Property Rights in the Software are protected. You may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. For clarity, your use of the Software is also subject to the disclaimers and limitations in Sections 13 and 14 below.
11.4 The Software may automatically download and install updates from IEDS. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules, and completely new versions. You agree to receive such updates (and permit IEDS to deliver these to you with or without your knowledge) as part of your use of the Services.
12. Your Warranty, Indemnification Obligation, and Waiver.
12.1 You represent and warrant that: (a) you own the Intellectual Property Rights, or have obtained all necessary licenses and permissions, to use Your Documents in keeping with the Services or as otherwise permitted by the Terms; (b) you have the rights necessary to grant the license and sublicenses described in the Terms; (c) you have received consent from any and all persons depicted in Your Documents to use Your Documents as set forth in the Terms, including distribution, public display, public performance, and reproduction of Your Documents; and (d) Your Documents do not violate or infringe any Intellectual Property Right or other proprietary right, including right of publicity or privacy, of any person, company or entity, or other third party.
12.2 You agree to indemnify and hold IEDS harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your Documents, your use of the Services, your connection to the Services, your use of and access to personal information of other Users, the actions of any User on your Account, your access to or use of the Linked Sites and your connections therewith, any claim that Your Documents caused damage to someone else, any dealings between you and anyone else advertising or promoting via the Services or the Linked Sites, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.
12.3 You acknowledge and agree that by accessing or using the Services or the Linked Sites, you may be exposed to Documents from others that you may consider offensive, indecent, or otherwise objectionable, and agree to accept that risk.
13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
13.1 THE SERVICES ARE PROVIDED BY IEDS “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, IEDS AND ITS LICENSORS MAKE NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (c) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (d) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IEDS OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13.2 IEDS SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN THE SERVICES. ANY DOCUMENTS DOWNLOADED, MADE AVAILABLE, OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES ARE ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH DOCUMENTS. IEDS ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SERVICES.
13.3 IEDS DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY DOCUMENTS OR SERVICES OFFERED BY THE IEDS ASSOCIATES OR OTHER THIRD PARTIES ACCESSIBLE THROUGH THE SERVICES OR ANY LINKED SITES. IEDS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, THE LINKED SITES, THE IEDS ASSOCIATES, ANY OTHER THIRD PARTIES, THEIR SITES, DOCUMENTS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH THE IEDS ASSOCIATES OR SUCH OTHER THIRD PARTIES ARE AT YOUR OWN RISK.
13.4 IEDS WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SERVICES, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
14. Limitation of Liability
14.1 IN NO EVENT SHALL IEDS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF IEDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICES.
14.2 IEDS’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO US$100 OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICES DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF IEDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
15.1 IEDS, in its sole discretion, may (but has no obligation to) monitor or review the Services and the Documents at any time. Without limiting the foregoing, IEDS shall have the right, in its sole discretion, to remove any of Your Documents for any reason (or no reason), including if they violate the Terms or any Law.
15.2 Although IEDS does not generally monitor User activity occurring in connection with the Services or the Documents, if IEDS becomes aware of any possible violations by you of any provision of the Terms, IEDS reserves the right to investigate such violations, and IEDS may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services or the Documents, or change, alter, or remove Your Documents or Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, IEDS believes that criminal activity has occurred, IEDS reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, IEDS is entitled to retain and/or disclose any information or Documents, including Your Documents or Account Information (or elements thereof), in IEDS’s possession in connection with your use of the Services to (a) comply with applicable Law, legal process, or governmental request; (b) enforce the Terms; (c) respond to any claims that Your Documents violate the Terms or rights of third parties; (d) respond to your requests for customer services; or (e) protect the rights, property or personal safety of IEDS, its Users, or third parties, including the public at large, as IEDS in its sole discretion believes to be necessary or appropriate.
You have no obligation to provide IEDS with ideas, suggestions or proposals (“Feedback”). However, if you submit Feedback to IEDS, IEDS may use it for any purpose without compensation to you.
17. Notification of Copyright Infringement.
17.1 IEDS respects the Intellectual Property Rights of others and expects its Users to do the same. IEDS will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”) and its response to such notices may include removing or disabling access to the allegedly infringing Documents, terminating the accounts of repeat infringers, and/or making good-faith attempts to contact the User who posted the Documents at issue so that the User may, where appropriate, make a counter-notification. IEDS WILL NOT RESPOND TO ANY NOTIFICATION THAT DOES NOT COMPLY WITH THE DMCA.
You agree that IEDS may display advertisements adjacent to Your Documents, and you agree that you are not entitled to any compensation. The manner, mode, and extent of advertising or other revenue-generating models pursued by IEDS on or in conjunction with the Services and/or Your Documents are subject to change without specific notice to you.
19. Links to Other Sites.
The Services may include links that will take you to websites or services not operated by IEDS. Whether the link was provided by IEDS as a courtesy, or whether it was posted by a User, IEDS has no control over non-IEDS websites or services. You agree that IEDS is not responsible for the availability or contents of any website or service it does not operate, including but not limited to the Linked Sites and those of any IEDS Associate.
20.1 Termination by You. You may stop using the Services at any time. To terminate your Account contact IEDS by email to [email protected]. Any fees paid by you prior to your termination are not refundable. Termination of your Account shall not relieve you of any obligation to pay any accrued fees or charges.
20.2 Termination by IEDS. Subject to any Special Terms for certain Services and any associated plan terms and conditions, IEDS may at any time terminate your Account and our agreement with you (or any individual Special Terms) if:
(a) You have breached any provision of the Usage Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Usage Terms);
(b) IEDS is required to do so by Law (for example, where the provision of the Services or Documents to you is, or becomes, unlawful); or
(c) IEDS has elected to discontinue the Services (or any part thereof).
20.3 Termination or Suspension of Services. IEDS may also terminate or suspend all or a portion of your Account and/or access to the Services for any reason (subject to any Special Terms for certain Services). Except as may be set forth in any Special Terms applicable to a particular Service, termination of your Account may include: (a) removal of access to all offerings within the Services; (b) deletion of Your Documents and Account Information, including your personal information, log-in ID and password, and all related information, files, and Documents associated with or inside your Account (or any part thereof); and (c) barring of further use of the Services.
20.4 You agree that all terminations for cause shall be made in IEDS’s sole discretion and that IEDS shall not be liable to you or any third party for any termination of your Account (and accompanying deletion of your Account Information), or access to the Services, including Your Documents.
20.5 Upon expiration of a plan without renewal or upon termination of your Account, you shall promptly discontinue use of the Services. However, any of your indemnification obligations hereunder, any of IEDS’s disclaimers or limitations of damages of liabilities hereunder, and Sections 8-10, 12-16, 18, 20, 21, and 22 will survive any such expiration or termination.
20.6 Upon termination of your Account by you or by IEDS for any reason other than for cause, IEDS will make reasonable effort to notify you at least thirty (30) days prior to termination, at the email address you provide IEDS as part of your registration, with instructions on how to retrieve Your Documents prior to such termination.
20.7 If your group administrator terminates your access to a Service, IEDS will make reasonable effort to notify you at least thirty (30) days prior to termination, at the email address you provide IEDS as part of your registration, with instructions on how to retrieve Your Documents prior to such termination or how to continue the Service directly.
20.8 Except as otherwise stated in any Special Terms and applicable plan terms, in the event of termination by IEDS for reasons other than breach of these Usage Terms, IEDS will provide notice pursuant to the Usage Terms and may provide you, in IEDS’s sole discretion, with a pro rata refund for the prepaid and unused portion of a Service.
21. Resolution of Disputes.
21.1 Venue. You agree that any claim or dispute you may have against IEDS must be resolved by a court located in Boulder County, Colorado, United States of America; You agree to submit to the personal jurisdiction of the courts located in Boulder County, Colorado, United States of America for the purpose of litigating such claims or disputes. You expressly waive any defense for lack of jurisdiction or for forum non conveniens you may assert. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST IEDS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY TYPE OF CLASS ACTION.
21.2 All claims you bring against IEDS must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, IEDS may recover its attorneys’ fees and costs, provided that IEDS has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
21.3 Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or the Documents in violation of the Terms you agree that IEDS shall be entitled to apply for injunctive remedies.
22.1 Notice to IEDS. Any notice provided to IEDS pursuant to the Terms should be sent to 194 Broadway Street, Suite 314C, Boulder, Colorado 80302, Attn: President with a copy to 590 Farrington Highway, Suite 524-428, Kapolei, Hawaii 96707, Attn: General Counsel.
22.2 Notice to You. IEDS may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.
22.3 Entire Agreement. The Terms constitute the entire agreement between IEDS and you with respect to your access to or use of the Services and the Documents and supersede any prior agreements between you and IEDS on such subject matter.
22.4 Non-Assignment. You may not assign or otherwise transfer your Account or the Terms, or any right granted hereunder, without IEDS’s written consent. IEDS’s rights under the Terms are purely transferable by IEDS.
22.5 Severability. If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
22.6 Waiver. Any failure by IEDS to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
22.7 You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Services.