Effective as of Sept 26, 2016
3. Our Services & Paid Subscriptions
Here’s some information about all the ways you can enjoy the eduFACTOR service.
3.1 Our Services & Paid Subscriptions
We are a subscription service that provides our members with access to motion pictures (films), television shows, educational resources, and other audio-visual entertainment (“eduFACTOR resources”, “resources”, “our resources”) streamed over the internet to computers and other devices. Certain eduFACTOR services are provided to you free-of-charge. Other eduFACTOR services require payment before you can access them. You can learn more about our services by visiting our website.
3.2 Codes and other pre-paid offers
If you have purchased or received a code, pre-paid offer, or other offer provided by or sold on behalf of eduFACTOR for access to a Paid Subscription, you may be subject to an additional set of terms and conditions.
From time to time, we may offer trials of a Paid Subscription for a specified period without payment or at a reduced rate (a “Trial”). eduFACTOR reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and without liability, to the greatest extent permitted under the law.
4. Rights we grant you
The eduFACTOR Service and the Content are the property of Edge Factor or Edge Factor’s licensors. We grant you a limited, non-exclusive, revocable license to make personal, non-commercial, use of the eduFACTOR Service and a limited, non-exclusive revocable use of the Content (the “Licence”). The license for the content is campus-wide. What this means is that several users at one, physical location could use the content. To find out how to add a user click here.
You may publicly show and use the Content in/at: classrooms, school assemblies, career days, booth spaces at exhibitions/trade shows, presentations, fundraisers, keynote presentations, or breakout sessions.
You may, to the extent our website (where applicable) expressly authorizes you to do so, download Content, for personal use only, provided that you maintain all copyright and other notices contained in such Content. You agree not to store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Edge Factor. In the event that your membership expires, or is terminated by Edge Factor, you agree to delete and discontinue use of all downloaded Content. Any materials downloaded or otherwise obtained by you through the eduFACTOR Service is done at your own risk and you are solely responsible for any damage to your computer system or loss of data that may result from the download and/or use of such material.
The license the Content shall remain in effect until your membership expires, unless terminated by Edge Factor. This license expires when your membership expires or is cancelled, whichever comes first. You promise and agree that you are using the Content for your own personal, non-commercial use and that you will not redistribute or transfer the eduFACTOR Service or the Content.
The eduFACTOR Content is licensed, not sold, to you and Edge Factor and its licensors retain ownership of all copies of the eduFACTOR Content even after installation or download on your personal computers, mobile handsets, tablets, and/or any other relevant devices (“Devices).
5. Third Party Applications
The eduFACTOR service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions and privacy policies. You understand and agree that Edge Factor does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Application or any transaction you may enter into with the provider of such Third Party Applications.
6. Rights you grant us
provide advertising and other information to you and
allow our business partners to do the same. In any eduFACTOR service, the Content that you view, including its selection and placement may be influenced by commercial considerations, including agreements with third parties.
If you provide feedback, ideas, or suggestions to eduFACTOR in connection with the eduFACTOR Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize eduFACTOR to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
7. User guidelines
Edge Factor respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the Service, to make sure the eduFACTOR Service stays enjoyable for everyone. Please follow these rules and encourage other users to do the same. If you have any questions please feel free to contact us.
The following is not permitted for any reason:
Copying, redistributing, reproducing, “ripping”, recording, transferring, from any part of the eduFACTOR Service or the Content, or otherwise making use of the eduFACTOR Service or the Content which otherwise infringes the intellectual property rights (such as copyright) in the eduFACTOR Service or the Content or any part of it.
Creating any derivative works, without express approval and permission from Edge Factor.
Reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the eduFACTOR Service, Content or any part thereof unless permitted by applicable law.
Omitting any video or audio clips in the eduFACTOR content.
Circumventing any technology used by Edge Factor, its licensors, or any third party to protect the Content or Service.
Circumventing any territorial restrictions applied by eduFACTOR or its licensors.
Selling, renting, licensing, sublicensing, or leasing any part of the eduFACTOR Service or Content. You may not receive financial remuneration from any Content without the express permission from Edge Factor.
Directly or indirectly selling a user account or accepting any compensation, financial or otherwise, to influence the name of a user account.
Uploading Content to YouTube, Vimeo, Dropbox, or any other domain without the express permission of Edge Factor. Just because you can download a file doesn’t mean you can upload it.
Removing or altering any copyright, trademark, or other intellectual property notices contained or provided through the eduFACTOR Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content)
Providing your password to any other person or using another person's username and password. If a colleague at your campus wants access to Edge Factor, add them as a user (click here to learn how).
Interferes with or in any way disrupts the eduFACTOR Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service.
Please be thoughtful about how you use the eduFACTOR Service and what you share. The eduFACTOR Service includes social and interactive features, including the ability to share content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on eduFACTOR or across the web, so please use eduFACTOR carefully and be mindful of what you post. Edge Factor has no responsibility for your choices to post material using the Service.
Your eduFACTOR account is password protected. You are solely responsible for keeping your password confidential and secure. We recommend you treat your password as you would a toothbrush; don’t share it with anyone and change it often. You understand you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe your account there has been compromised by a third party, please notify us immediately and change your password as soon as possible.
8. User Account
By creating an eduFACTOR Account, you confirm that any registration information that you submitted to Edge Factor is true, accurate, and complete and that you will update such information in order to keep it current. You also acknowledge and agree that Edge Factor may remove or reclaim your username at any time if Edge Factor in its absolute discretion considers such action appropriate.
Upon reasonable request, you agree to provide any information and to sign all documentation that is necessary for us to carry out our responsibilities under this Agreement.
You agree not to use another person’s account with us unless you have their express authorization to do so.
Any information that you provided during the signup process can be corrected by returning to the previous screen(s) and correcting the erroneous information. You can also correct this information by logging in and clicking your name and/or account settings.
9. Your General Representations and Warranties
You represent and warrant to us that:
Decision to Use Our Services: you are a natural person and you have made an independent assessment of the services we offer and have determined whether the service provides value to you.
Compliance with Laws: your use of the eduFACTOR Service or www.edufactor.org does not violate any applicable law or regulation and you undertake to abide by all applicable local, provincial, federal and international laws and regulations when using the eduFACTOR Service and our website.
Use of the eduFACTOR Service and Our Website: You will not use the eduFACTOR Service or any other feature on www.edufactor.org for any purpose that is prohibited by this Agreement.
Changed Circumstances: you will notify us promptly regarding any changes in your Client Information that could affect the information we provide to you or our ability to communicate with you.
Our Intellectual Property: you will not, directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the eduFACTOR Service, unless and to the extent applicable laws specifically prohibit such restriction, (ii) create derivative works of any part of the eduFACTOR Service or any other aspect of our website, (iii) copy, distribute, or otherwise transfer any or all of the rights that you receive under this Agreement, or (iv) use or access the eduFACTOR Service or our website in order to build a competitive product or service.
10. Intellectual property protection and Infringement
Edge Factor respects the rights of intellectual property owners. You agree that the eduFACTOR Service and www.edufactor.org contains Content provided by us or by others (“Content”) and that such Content is or may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You agree to abide by all copyright notices, information, and restrictions contained in any Content accessed through our website.
If you believe that any Content infringes your intellectual property rights or other rights, see Edge Factor’s copyright policy. If Edge Factor is notified by a copyright holder that any Content infringes a copyright, Edge Factor may in its absolute discretion take actions without prior notification to the provider of that Content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to Edge Factor with a request to restore the removed content.
If you believe that Content does not comply with the User Guidelines, please fill out the contact us form.
11. Service limitations and Modifications
Edge Factor will make reasonable efforts to keep the eduFACTOR Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Edge Factor reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the eduFACTOR Service, with or without notice, all liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the eduFACTOR Service or any function or feature thereof. Notwithstanding the foregoing, if you have prepaid fees for a Paid Subscription that Edge Factor discontinued prior to the end of the Pre-Paid Period, Edge Factor will refund you the prepaid fees for the Pre-Paid period after such discontinuation. You understand, agree, and accept that Edge Factor has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. Edge Factor and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permissible by applicable law.
12. Location partner accounts
We want to stop and give a special thank-you to the organizations that have generously become a location partner and sponsored an academic institution with a paid subscription.
For the school, academic institution, organization, entity, or brand (such an account a “Organization” and the people at the Organization the “User” or “Users”), that you sponsored, the term “User” applies to the Organization, as applicable.
You, the Location Partner, may not promote any of your products or services or take any action that implies an endorsement from the eduFACTOR Service, unless the Partner has independently obtained the rights to imply such a promotion or endorsement.
Due to anti-spam and privacy legislations you may only send messages to Users who have first sent a message to the Partner. You are solely responsible for any and all communication between the Partner and the User. Edge Factor is not responsible for communication between the Partner and the User nor does it endorse any opinion contained in any communication between the two parties. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST EDGE FACTOR RELATED TO COMMUNICATION BETWEEN THE USER AND THE PARTNER, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD EDGE FACTOR HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
13. Customer support
14. Billing, Payments, and Cancellations.
14.2 Required Pre-Payment
Subscriptions for an eduFACTOR membership can be purchased through a pre-payment giving you access to the eduFACTOR Service for a specific time period. If you have purchased a Paid Subscription either by registering online or by registering through our customer support, your Paid Subscription will automatically terminate at the end of the Pre-Paid Period.
PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. If an account is cancelled before your membership has expired, you will have continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
The cancellation of your account will automatically take effect the day after the last day of the current subscription period, and you will no longer have access to your account. You may cancel your eduFACTOR membership at anytime, without penalty, by sending us an email specifying that you wish to terminate your access. The termination will take effect promptly upon receipt of your email. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIALLY UNUSED MEMBERSHIP PERIODS OR UNACCESSED EDUFACTOR CONTENT.
13.5 Price Changes
13.6 Payment Methods
You may pay for an eduFACTOR membership through registration, by renewing your account on the Membership Info tab located under the Account Settings page of our website, or by calling us at (716) 805-EDGE. Payments can be paid for online by credit, or over the phone via credit or Purchase Order (PO). If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account, you remain responsible for any uncollected amounts. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.
14. Term and termination
The Agreements will continue to apply to you until terminated by either you or eduFACTOR. However, you acknowledge and agree that the perpetual licence granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. EduFACTOR may terminate the Agreements or suspend your access to the eduFACTOR Service at any time, including in the event of your actual or suspected unauthorised use of the eduFACTOR Service and/or Content, or non-compliance with the Agreements. If you or eduFACTOR terminate the Agreements, or if eduFACTOR suspends your access to the eduFACTOR Service, you agree that eduFACTOR shall have no liability or responsibility to you and eduFACTOR will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your eduFACTOR account, please contact us through the “Contact Us” form which is available on our Support page or by calling us at (716) 805-EDGE. This section will be enforced to the extent permissible by applicable law.
Sections 6, 7, 8, 10, 14, 16, 17, 18, 19, 20, 21, 22, 23, and 24 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination
15. Warranty and disclaimer
WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE EDUFACTOR SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE EDUFACTOR SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EDUFACTOR AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER EDUFACTOR NOR ANY OWNER OF CONTENT WARRANTS THAT THE EDUFACTOR SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, EDUFACTOR MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE EDUFACTOR SERVICE OR ANY HYPERLINKED WEBSITE, AND AGREE THAT EDUFACTOR IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE EDUFACTOR SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM EDUFACTOR SHALL CREATE ANY WARRANTY ON BEHALF OF EDUFACTOR IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.
THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE EDUFACTOR SERVICE IS TO STOP USING THE EDUFACTOR SERVICE. WHILE EDUFACTOR ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO EDGE FACTOR, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EDGE FACTOR, ITS OFFICERS, LOCATION PARTNERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE EDUFACTOR SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER EDUFACTOR HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE EDUFACTOR SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO EDGE FACTOR DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
Nothing in the Agreements removes or limits EDUFACTOR’S liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.
17. Entire agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and eduFACTOR, the Agreements constitute all the terms and conditions agreed upon between you and eduFACTOR and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
Please note, however, that other aspects of your use of the eduFACTOR Service may be governed by additional agreements. That could include, for example, access to the eduFACTOR Service as a result of a grant or discounted Trials. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.
18. Severability and waiver
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by eduFACTOR or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive eduFACTOR’s or the applicable third party beneficiary’s right to do so.
EduFACTOR may assign the Agreements or any part of them, and eduFACTOR may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sublicense your rights under the Agreements, to any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold Edge Factor harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the eduFACTOR Service; and (4) your violation of any law or the rights of a third party.
21. Choice of law, mandatory arbitration and venue
21.1 Choice of Law
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state or country listed below, without regard to choice or conflicts of law principles.
Further, you and eduFACTOR agree to the jurisdiction of the courts listed below to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them). (In some cases, that jurisdiction will be “exclusive”, meaning that no other countries’ courts can preside over the matter; have jurisdiction; in other cases, the jurisdiction is “non-exclusive”, meaning that other countries’ courts may have jurisdiction as well. This is indicated in the chart as well.)
||Choice of Law
||Laws of the Province of Ontario
||Exclusive; Courts of Ontario, Canada
||State of California, United States
||Exclusive; State and Federal Courts of San Francisco County, CA or New York, NY
21.2 CLASS ACTION WAIVER
WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND EDUFACTOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and eduFACTOR agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
21.3 RIGHT TO A TRIAL BY JURY WAIVER
WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND EDUFACTOR AGREE TO WAIVE YOUR RIGHTS TO A TRIAL BY JURY TO SETTLE ALL DISPUTES, CLAIMS, AND CONTROVERSIES THAT ARISE IN CONNECTION WITH THE AGREEMENTS. Unless both you and eduFACTOR agree, all disputes, claims, and controversies will be settled through other means than a jury.
If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section is enforceable, the following mandatory arbitration provisions apply to you:
21.4.1 Dispute Resolution and Arbitration
Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. Arbitration allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration.
Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration is stated in the section above.
Notwithstanding clause above, you and Edge Factor both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to
bring an individual action in a U.S. small claims court,
pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available,
seek injunctive relief in a court of law, or
to file suit in a court of law to address intellectual property infringement claims.
21.4.3 Arbitration Rules
Notice: If you elect to seek arbitration or file a small claim court action, you must first send to Edge Factor, by certified mail, Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). The Notice to Edge Factor must be addressed to: Edge Factor, Attn: General Counsel, 3860 Quarry Road, Beamsville, ON Canada L0R1B0 ("Notice Address"). If Edge Factor initiates arbitration, it will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by Edge Factor, must
Describe the nature and basis of the claim or dispute; and
set forth the specific relief sought ("Demand").
If Edge Factor and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Edge Factor may commence an arbitration proceeding or file a claim in small claims court.
All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor Edge Factor shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If you are required to pay a filing fee, after Edge Factor receives notice at the Notice Address that you have commenced arbitration, Edge Factor will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000, in which event you will be responsible for filing fees.
Commencement of proceedings:The arbitral proceeding commences on the date of receipt of the notice to arbitrate the dispute.
Selection of Arbitrators: Either you or we may start arbitration proceedings. If you are located in, are based in, have offices in, or do business in the United States or Canada, any arbitration between you and Edge Factor will be finally settled under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by the Agreements. You and Edge Factor agree that these Agreements affect interstate commerce, so the U.S. Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless eduFACTOR and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence. Edge Factor can also help put you in touch with the AAA.
Location: If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules.
Any arbitration hearings will take place at a location to be agreed upon in San Francisco, California or New York, New York, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted
solely on the basis of documents submitted to the arbitrator;
through a non-appearance based telephonic hearing; or
by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.
If you are not located in, are not based in, do not have offices in, and do not do business in the United States or Canada, any arbitration between you and Edge Factor will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Developer Terms, and will be administered by the International Court of Arbitration of the ICC.
Costs: Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA’s Consumer Rules with the remainder paid by Edge Factor. 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 such case, you agree to reimburse Edge Factor for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.
Statement of Claim: YOU AND EDGE FACTOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Edge Factor agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
Statement of Defense: Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
Hearing Date: The parties shall jointly select a date for the hearing that is no later than 30 days from the date following the submission of the respondent's statement of defence.
Exchange of Information: Each party shall deliver to the other party(ies) and to the arbitrator(s) no later than 10 days prior to the date set for a hearing, a copy of all documents and other materials on which the party intends to rely during the arbitral hearing.
Arbitral Award:During the arbitration, the amount of any settlement offer made by you or Edge Factor shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. In the event our dispute is finally resolved through arbitration in your favor, Edge Factor shall pay you
the amount awarded by the arbitrator, if any,
the last written settlement amount offered by Edge Factor in settlement of the dispute prior to the arbitrator’s award; or
$1,000.00, whichever is greater.
Arbitrator Reasoning: Regardless of the manner in which the arbitration is conducted, the arbitrator shall 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 14 days of the arbitrator’s ruling on the merits.
Governing Law Clause: The arbitrator(s) shall resolve this dispute in accordance with the laws stated in the designated area (i.e. Ontario, Canada or San Francisco California) of the country you are located in, are based in, have offices in, or do business in as stated above in section 24.1.
In the event that Edge Factor makes any future change to this arbitration provision (other than a change to Edge Factor's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Edge Factor's address for Notice, in which case your account with Edge Factor shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
If the class action waiver at Section 24.2 is found to be unenforceable in arbitration or if the entirety of this Section 24 is found to be unenforceable, then the entirety of this Section 24.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 24.1 shall govern any action arising out of or related to the Agreements.
22. Contact us
If you have any queries, or complaints regarding the eduFACTOR Service or the Agreements, please fill out the “Contact Us” form on the support page of our website, or call us at (716) 805-EDGE.
You may have the Agreements mailed to you electronically by sending a letter to Edge Factor, Attn: General Counsel, 3860 Quarry Road, Beamsville, ON Canada L0R1B0 with your email address and a request for the Agreements.
Thank you for reading our Terms. We hope you enjoy eduFACTOR!
Edge Factor, Inc.
3860 Quarry Road
Beamsville ON, Canada