Terms of Use
WEBSITE TERMS AND CONDITIONS OF USE
These Website Terms and Conditions of Use (these “Terms of Use”) are by and between you individually as well as any organization you represent (collectively, “you”) and Employment Dispute Resolution Systems, LLC (“EDR”). These Terms of Use, along with our Privacy Policy and any other documents incorporated into these Terms of Use by reference (collectively, the “Agreement”) govern your access to and use of the website www.edrsystems.com and the portal (the “Portal”) found on the website and made available to certain users (collectively, the “Site”).
Please read the Agreement carefully before using the Site. By accessing or using the Site or clicking to accept this Agreement, you accept and agree to be bound and abide by it. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE.
PLEASE NOTE THAT BY AGREEING TO BE BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE AGREEING TO A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER AS EXPLAINED IN MORE DETAIL IN SECTIONS 15(H) AND (I) BELOW.
1. Requirements and Purpose.
(a) Requirements. The Site is offered and made available to users who have reached the age of majority and who reside in the United States (including its territories or possessions). By accessing and using the Site, you represent and warrant that you are of legal age, possess the legal right and ability to enter into this Agreement, that you reside in the United States, and, if you are agreeing to this Agreement on behalf of an organization, that you have authority to bind such organization. IF NOT, YOU MUST NOT USE THE SITE.
(b) Purpose. The Site provides general information about EDR and its services. The Portal is available as a value-added service exclusively to current EDR clients (each, a “Client”) who have signed a written agreement with EDR (each, a “Client Agreement”). This Agreement supplements any such Client Agreement. The Portal allows EDR Clients to access certain employment documents related to their organization, manage disputes within their organization (including by uploading documents, adding comments, downloading documents, and transmitting communications within the Client organization). The Portal also provides Clients with links to access the third party website ThinkHR Workplace Pro (the “ThinkHR website”). The ThinkHR website contains services, trainings, and tools provided by ThinkHR Corporation, a third party unaffiliated with EDR. Through a contractual arrangement with ThinkHR, EDR is able to provide its Clients with access to the ThinkHR website, but EDR is not responsible for the ThinkHR website and is not liable for any content or materials found there. Clients’ use of the ThinkHR website is governed by ThinkHR Corporation’s website terms and conditions of use.
2. Limited Permission to Use.
(a) General. Only EDR Clients who have been provided with log in credentials may access and use the Portal portion of the Site; they and other users may also use the remainder of the Site, but all uses of the Site shall be only for personal, non-commercial use for the intended purpose described above. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site except: (a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (b) you may store files that are automatically cached by your web browser for display enhancement purposes; and (c) you may print one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution. Notwithstanding the foregoing, Clients may download documents from the Portal for their own internal, non-commercial use.
(b) Users. Individual users and authorized representatives of Clients or prospective Clients who agree (on their own behalf and on behalf of the Client or prospective Client) to be bound by this Agreement may use the Site in accordance only with the restrictions set forth above and in this Agreement.
3. Restrictions. You may use the Site only for lawful purposes in accordance with this Agreement. You shall not use the Site (a) in any way that violates any applicable laws or regulations; (b) to exploit, harm, or attempt to exploit or harm others in any way; (c) to send, knowingly receive, upload, download, use, or re-use any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, promotes sexually explicit or pornographic material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, infringes any intellectual property or other rights of any third party, violates the legal rights (including rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations, that is likely to deceive a person, that promotes any illegal activity or advocates, promotes, or assists any unlawful act, that causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy another person or may otherwise conflict with this Agreement; (d) to transmit, procure the sending of, any advertising or promotional material, including any junk mail, chain letter, spam, or any other similar solicitation; (e) to impersonate or attempt to impersonate (or create the misimpression of endorsement by) EDR, an EDR employee, another user, or any other person or entity (including without limitation by using email addresses or user names associated with any of the foregoing); (f) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or may harm EDR or users of the Site or expose them to liability as determined in our sole discretion; (g) in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site; (h) by accessing it via robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material of the Site; (i) by using any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent; (j) by using any device, software, or routine that interferes with the proper working of the Site; (k) by introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (l) by attempting to gain unauthorized access to, interfering with, damaging, or disrupting any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (m) by attacking the Site via a denial-of-service attack or a distributed denial-of-service attack; (n) by otherwise attempting to interfere with the proper working of the Site.
4. Access to the Site. We may modify the Site and any part of the Portal, and/or material we provide on the Site in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time for any period. From time to time, we may restrict access to some parts of the Site or the entire Site to users, including registered users. You are solely responsible for making all arrangements necessary to access the Site. You are solely responsible for ensuring that anyone who accesses the Site through your Internet connection are aware of this Agreement and complies with it.
5. Accuracy and Security.
(a) Accuracy. To access the Portal and possibly other features on the Site, you may be asked to provide certain registration details or other information. You represent that all the information you provide on or through the Site is correct, current, and complete You acknowledge that this is a condition of your use of the Site.
(b) Security. If you choose or are provided with a user name, password, or credentials as part of our security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason or no reason, including if in our opinion you have violate any provision of this Agreement
6. Intellectual Property. The Site and its entire contents, features and functionality, as well as other material transmitted through it (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement of the foregoing), are owned by EDR, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All content, software, source code, object code, and any other code, associated media, print media, online or electronic documentation, data, databases, and script forming a part of the Site, and all trademarks, service marks, trade dress, logos, and tag lines displayed on the Site as well as all trade secrets, patents and patentable inventions (collectively, the “Intellectual Property”), are the sole and exclusive property of EDR or its licensors. You shall not challenge the Intellectual Property rights associated with the foregoing or do anything that might impair or damage those rights. You are not granted any right or license, either express or implied, in any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity, or other Intellectual Property or proprietary right of EDR or any of the goodwill associated with any of the foregoing. You shall not reproduce, edit, modify, adapt, or distribute the foregoing for any purpose whatsoever in violation of existing Intellectual Property rights. Without limiting the foregoing, EDR’s company name, its trademarks, and all related names, logos, product and service names, designs and slogans are trademarks of EDR or its licensors. You must not use such marks without the prior written permission of EDR. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners. You shall not remove any copyright, trademark, or other proprietary legends or notices that appear on, in, or as part of the Site.
7. No Reliance.
(a) No Warranty. The information presented or distributed through the Site (whether through the Portal or otherwise) is made available solely for convenience. EDR does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. EDR disclaims all liability and responsibility arising from any reliance placed on such material by you or anyone else, or by anyone who may be informed of its contents.
(b) Third Party Content. The Portal includes access to content provided by third parties. All statements and/or opinions expressed in the materials provided by third parties, are solely the opinions and the responsibility of the person providing them. Such materials do not necessary reflect the opinion of EDR. EDR is not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.
(c) Obsolescence. The information found on the Site may be out of date or incomplete. We are under no obligation to update material on the Site or keep it current.
8. Privacy. All information we collect on this Site is subject to our Privacy Policy, which is incorporated into these Terms of Use by this reference. By using the Site, you consent to all actions taken by us with respect to your information that are consistent with the Privacy Policy.
9. Linking. The Site contains links to other websites and resources provided by third parties (including without limitation the ThinkHR website). These are provided for your convenience only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
10. Geographic Restrictions. EDR is based in Kentucky in the United States. EDR provides the Site for use only by persons located in the United States and makes no claims that the Site is accessible or appropriate outside the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and you are responsible for compliance with local laws.
11. Term and Termination.
(a) Term. The term of this Agreement shall begin once you agree to it affirmatively or implicitly by accessing and using the Site and shall continue until terminated as set forth in this Agreement.
(b) Termination. If you breach this Agreement, EDR may suspend your access to the Site or terminate this Agreement immediately. EDR may suspend, terminate, or deny your access to and use of the Site or the Portal in whole or in part, and may revoke any or all of the other rights granted under this Agreement if you fail to comply with this Agreement. If the Client Agreement is terminated, any right you have to use the Portal will automatically terminate as well.
(c) Effect of Termination. Termination of this Agreement for any reason shall not affect the respective rights and obligations of the parties arising before the date of termination.
(d) Post-Termination. Upon termination, you shall immediately cease accessing and/or using the Site, the Portal, and the ThinkHR website, as applicable.
12. Representations, Warranties, and Disclaimer.
(a) Representations and Warranties. You represent and warrant that you are in the United States and that you have reached the age of majority. You represent and warrant that you have the legal power and authority to enter into this Agreement without consent from any third party, that you have not falsely identified yourself nor provided any false information to us or through the Site, and that all information provided through the Portal or any other part of the Site (or when obtaining an account for use of the Portal) is true, accurate, unaltered, complete, and correct, and will contain no untrue statement or omission of material fact. You covenant that you will comply with the terms and conditions of this Agreement and with the terms and conditions that govern any use of the ThinkHR website or other third party websites to which you link through the Site. You represent and warrant that none of executing, delivering, entering into, and performing your obligations under this Agreement will violate any provision of law or any order of any court or any governmental authority to which you are subject, or conflict with, result in a breach of, or constitute a default under any contract or agreement by which you are bound. You represent and warrant that your use of the Site (including the Portal) shall comply with all applicable laws, regulations, rules, ordinances, and court orders. You shall not enter into any agreement with a third party that is inconsistent with any provision of this Agreement. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you are an authorized representative of such organization. You represent that this Agreement has been duly authorized, executed, and delivered. You represent, warrant, and covenant that none of the materials you post through the Portal will contain any virus, Trojan horse, worm, or other malware or malicious code intended to disrupt or interfere with the ordinary use of the Portal.
(b) Disclaimer. EDR MAY DISABLE, SUSPEND, OR REMOVE ANY PART OF THE SITE (INCLUDING THE PORTAL AND ANY MATERIALS IN THE PORTAL) AT ANY TIME IF EDR IS REQUIRED TO DO SO BY ONE OF ITS LICENSORS OR SUPPLIERS, IF EDR DETERMINES THAT SUCH PORTION OF THE SITE OR CONTENT WITHIN IT VIOLATES APPLICABLE LAW OR THIRD PARTY RIGHTS, IF YOU HAVE BREACHED YOUR OBLIGATIONS UNDER THIS AGREEMENT OR FOR OTHER REASONS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDR MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SITE (INCLUDING THE PORTAL), THE MATERIALS POSTED IN THE PORTAL, OR THE MATERIALS ACCESSED AT THE THINKHR WEBSITE OR OTHER THIRD PARTY WEBSITES OR THE INFORMATION PROVIDED THROUGH THE SITE, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY REGARDING INFORMATION ACCURACY, ANY WARRANTY THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, ANY WARRANTY REGARDING QUALITY, ACCURACY, TIMELINESS, SUITABILITY, USABILITY, COMPLETENESS, SECURITY, AVAILABILITY, OR CONDITION OF THE SITE OR INFORMATION (OR ANY MATERIALS OR INFORMATION FOUND THROUGH THE THINKHR WEBSITE OR OTHER THIRD PARTY WEBSITES ACCESSED THROUGH LINKS ON THE SITE OR THE PORTAL, INCLUDING WITHOUT LIMITATION INFORMATION OR MATERIALS FOUND ON THE THINKHR WEBSITE), AND ANY WARRANTY THAT THE SITE WILL OPERATE WITH ANY PARTICULAR HARDWARE, SOFTWARE, SYSTEM, OR DATA. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND RELATED INFORMATION (INCLUDING THE PORTAL, CONTENT POSTED IN THE PORTAL, LINKS TO THE THINKHR WEBSITE AND OTHER THIRD PARTY WEBSITES) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. EDR SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY VIRUSES OR OTHER FORMS OF CONTAMINATION OR DESTRUCTIVE FEATURES THAT AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA, OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE OR YOUR DOWNLOADING OR UPLOADING OF ANY MATERIALS. NEITHER THE INFORMATION, MATERIALS, OR CONTENTS OF THE SITE, NOR THOSE PROVIDED THROUGH THE PORTAL OR THINKHR WEBSITES OR OTHER THIRD PARTY WEBSITES THAT MAY BE ACCESSED THROUGH LINKS FOUND ON THE SITE OR IN THE PORTAL CONSTITUTE LEGAL, BUSINESS, INTERNATIONAL, REGULATORY, INSURANCE, TAX, OR FINANCIAL ADVICE. NONE OF THE INFORMATION FOUND ON THE SITE, IN THE PORTAL, OR ON THINKHR WEBSITE OR OTHER THIRD PARTY WEBSITES ACCESSED THROUGH THE PORTAL ARE INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE.
(c) THINKHR WEBSITE DISCLAIMER. WITHOUT LIMITING THE FOREGOING DISCLAIMER IN ANY WAY, YOU ACKNOWLEDGE THAT ACCESS TO THINKHR WEBSITE IS PROVIDED TO EDR CLIENTS AS A VALUE-ADDED SERVICE AND THAT EDR ACCEPTS NO LIABILITY WHATSOEVER FOR THE CONTENT OR INFORMATION FOUND ON THE THINKHR WEBSITE OR FOR ITS LACK OF AVAILABILITY OR FAILURE TO FUNCTION PROPERLY.
(d) No Reliance. THE SITE, THE PORTAL, AND ACCESS TO THINKHR WORKPLACE PRO IS PROVIDED AS A CONVENIENCE TO YOU. YOU SHALL HAVE THE ULTIMATE RESPONSIBILITY FOR SEEKING PROFESSIONAL ADVICE WHERE NECESSARY AND DESIRABLE TO DO SO AND FOR VERIFYING THE ACCURACY OF INFORMATION OBTAINED ON THE SITE, THE PORTAL, OR THE THINKHR WEBSITE. USE OF THE SITE, THE PORTAL, AND THE THINKHR WEBSITE IS SOLELY AT YOUR OWN RISK. YOUR RELIANCE ON ANY INFORMATION PROVIDED IN OR THROUGH THE SITE OR THE PORTAL OR THE THINKHR WEBSITE OR OTHER THIRD PARTY WEBSITES IS AT YOUR OWN RISK AND EDR ASSUMES NO RESPONSIBILITY FOR CONSEQUENCES RESULTING FROM YOUR USE OF THE SITE, THE PORTAL, OR THE THINKHR WEBSITE.
(e) Right to Remove. Though the Portal is provided for your convenience to upload and download information about particular employment dispute cases, you acknowledge that you are solely responsible for creating and storing backup copies of such documents and information so that they are accessible even in the absence of the Site or the Portal. EDR reserves the right to remove any data, or parts thereof, in its sole discretion, for any reason and without notice. You acknowledge and agree that pursuant to this Agreement, EDR has the right to terminate your access to or use of the Site, and disable, remove, or delete data, temporarily or permanently for any reason and without notice to you. In the event your account, use, or access is removed or terminated, EDR is under no obligation to transfer or manage data for you and any rights granted to EDR with regard to information, documents, or other data shall survive. You acknowledge that termination, interruption or loss of use of the Site, the Portal, the ThinkHR website, and the effects thereof shall not impair your ability to continue your operations.
13. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY VIRUSES OR OTHER FORMS OF CONTAMINATION OR DESTRUCTIVE FEATURES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA, OR OTHER PROPERTY AS A CONSEQUENCE OF YOUR ACCESS TO OR USE OF THE SITE, INCLUDING THE PORTAL, OR ANY WEBSITES OR OTHER MATERIALS ACCESSED THROUGH LINKS IN THE PORTAL. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR ANY DAMAGES IN EXCESS OF THE AMOUNT YOU PAID TO US UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
14. Indemnification. You shall indemnify, defend, hold harmless, and reimburse EDR for all claims, judgments, settlements, causes of action, damages, deficiencies, fines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees and disbursements of counsel) arising out of related to any third party claim that (a) if true, would indicate that you breached the terms and conditions of this Agreement or any terms of use governing your use of the ThinkHR website, (b) arises out of relates to your use of the Site, including the Portal, or the ThinkHR website.
15. General.
(a) Notices. Except as otherwise provided in this Agreement, all notices required under this Agreement shall be in writing sent by hand, certified mail return receipt requested, or reputable overnight courier service addressed to the party at the addresses set forth in the Client Agreement or, in the absence of such agreement between the parties, notice may be sent to you using any contact information EDR has on file for you and notice may be sent to EDR to using the street address set forth in Section 16 of this Agreement unless changed by notice sent pursuant to this section.
(b) No Assignment. This Agreement is binding on and benefits the parties and their successors and permitted assigns. You shall not assign or delegate any of your rights or obligations under this Agreement. If you undergo a change in control, that shall be deemed an assignment for purposes of this Agreement.
(c) No Waiver. None of this Agreement’s provisions may be waived except in writing signed by the party charged with waiving its rights. No waivers shall be implied, whether from any custom or course of dealing or any delay or failure in a party’s exercise of its rights and remedies hereunder or otherwise. Any waiver granted by a party shall not obligate such party to grant any further, similar, or other waivers.
(d) Remedies. Except as otherwise expressly stated in this Agreement, all remedies are cumulative, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other. You acknowledge that the covenants contained in this Agreement are reasonable and necessary to protect EDR’s legitimate business interests. A breach or threatened breach of the Intellectual Property provisions of this Agreement or any violation of EDR’s Intellectual Property rights may irreparably harm EDR. Accordingly, in the event of an actual or threatened breach of this Agreement or violation of its Intellectual Property rights, EDR shall be entitled to seek injunctive relief, specific performance, or both in addition to all other remedies available to it at law or in equity.
(e) Force Majeure. EDR shall be excused for any failure or delay in performance when and to the extent that performance is prevented or delayed by any act of any government authority (whether valid or invalid), act of God, disaster, terrorism, hurricane, tornado, flood, fire, or other similar event beyond EDR’s reasonable control.
(f) Relationship. The parties are independent contractors. Nothing in this Agreement shall create any partnership, agency, or other fiduciary relationship between them.
(g) Governing Law. This Agreement is governed by the laws of the Commonwealth of Kentucky (without regard to its conflicts of laws principles).
(h) Alternative Dispute Resolution.
(i) General. The parties agree to submit any disputes arising from this Agreement, any services provided through the Site (including the Portal) or your use of the Site (including the Portal), including any disputes arising from or concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement or its components to final and binding arbitration administered by the America Arbitration Association in accordance with its Commercial Arbitration Rules on a confidential basis, applying Kentucky law, and held in Jefferson County, Kentucky. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation of all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by a single arbitrator experienced in commercial disputes and shall include a written record of the arbitration hearing. Judgment on the award rendered by the arbitrator may be entered into any court having jurisdiction of it. The Federal Arbitration Act and federal arbitration law apply to this Agreement.
(ii) Exceptions. Notwithstanding the foregoing, you may submit your claims to small claims court if they qualify. Notwithstanding the foregoing, you acknowledge that we may bring actions in court to seek injunctive relief to protect our intellectual property rights. You may opt-out of the arbitration provision but only if, within thirty (30) days of agreeing to be bound by the terms of this Agreement, you contact in a written letter containing your name, the name of the organization you represent (if applicable), your email address, your street address, written notification of your desire to opt out signed by you with the subject line “opt out of arbitration” sent to the street address set forth in the Contact Us section below.
(iii) Description. EDR supports alternative forms of dispute resolution like arbitration. Arbitration is a dispute resolution system that serves as an alternative to the court system.
(iv) Commencing an Action. To begin an arbitration proceeding, you must send a signed, written letter requesting arbitration and describing your claim to us using the street address in the Contact Us section below. The rules may be accessed at www.adr.org. Payment of all filing fees, administration fees, and fees for the arbitrator shall be governed by the rules of the American Arbitration Association.
(i) Class Action Waiver. THE PARTIES AGREE DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED EXCLUSIVELY ON AN INDIVIDUAL BASIS (AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION). YOU AGREE TO BRING CLAIMS SOLELY ON YOUR OWN BEHALF. BY AGREEING TO BE BOUND BY THIS AGREEMENT, YOU ARE AGREEING NOT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
(j) Survival. Sections 6, 11, 12(b), (c), (d), and (e), 13, 14, 15, and 16, as well as all terms and conditions of this Agreement that by their nature are intended to survive termination of this Agreement shall so survive.
(k) Third Parties. This Agreement may be enforced only by the parties and their permitted successors and assigns.
(l) Precedence. In the event of any conflict between these Terms of Use, the Privacy Policy, or any other document incorporated into this Agreement, the terms of these Terms of Use shall govern. To the extent of any conflict between this Agreement and the signed written agreement between EDR and the Client, the terms that are most protective of EDR shall govern.
(m) Amendments. EDR may unilaterally, at any time and in its sole discretion, amend, modify, revise, update or otherwise change these Terms of Use, in whole or in part. You will have an opportunity to review and affirmatively accept the modified Terms of Use before continuing to use the Site. EDR may unilaterally, at any time and in its sole discretion, amend, modify, revise, update or otherwise change the the Privacy Policy or other components of this Agreement, in whole or in part without prior notice to you. Such modified components of this Agreement shall be effective upon posting and shall govern your use of the Site thereafter. Your continued use of the Site after a modified component of this Agreement is posted indicates your acceptance of such modifications. You should check Privacy Policy every time you access the Site so you are aware of any changes since they are binding on you.
(n) Entire Agreement. This Agreement (including the documents incorporated by reference) is the entire agreement between the parties, superseding any and all other prior or contemporaneous agreements, promises or representations between them regarding the subject matter of this Agreement. This Agreement supplements and does not supplant the signed written agreement between EDR and the Client. Except as set forth in the introduction and Section 15(m) above, no modification shall be made to this Agreement unless expressed in writing signed by authorized representatives of both parties.
16. Contact Us. All notices related to this Agreement directed to EDR shall be sent to the street address set forth below. Other inquiries and communications may be sent to EDR using the contact information set forth below:
Address: 1700 Eastpoint Parkway, PO Box 23780, Louisville, KY 40223
P : 502-489-6216
F : 502-489-6439
E : info@edrsystems.com
These Website Terms and Conditions of Use (these “Terms of Use”) are by and between you individually as well as any organization you represent (collectively, “you”) and Employment Dispute Resolution Systems, LLC (“EDR”). These Terms of Use, along with our Privacy Policy and any other documents incorporated into these Terms of Use by reference (collectively, the “Agreement”) govern your access to and use of the website www.edrsystems.com and the portal (the “Portal”) found on the website and made available to certain users (collectively, the “Site”).
Please read the Agreement carefully before using the Site. By accessing or using the Site or clicking to accept this Agreement, you accept and agree to be bound and abide by it. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE.
PLEASE NOTE THAT BY AGREEING TO BE BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE AGREEING TO A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER AS EXPLAINED IN MORE DETAIL IN SECTIONS 15(H) AND (I) BELOW.
1. Requirements and Purpose.
(a) Requirements. The Site is offered and made available to users who have reached the age of majority and who reside in the United States (including its territories or possessions). By accessing and using the Site, you represent and warrant that you are of legal age, possess the legal right and ability to enter into this Agreement, that you reside in the United States, and, if you are agreeing to this Agreement on behalf of an organization, that you have authority to bind such organization. IF NOT, YOU MUST NOT USE THE SITE.
(b) Purpose. The Site provides general information about EDR and its services. The Portal is available as a value-added service exclusively to current EDR clients (each, a “Client”) who have signed a written agreement with EDR (each, a “Client Agreement”). This Agreement supplements any such Client Agreement. The Portal allows EDR Clients to access certain employment documents related to their organization, manage disputes within their organization (including by uploading documents, adding comments, downloading documents, and transmitting communications within the Client organization). The Portal also provides Clients with links to access the third party website ThinkHR Workplace Pro (the “ThinkHR website”). The ThinkHR website contains services, trainings, and tools provided by ThinkHR Corporation, a third party unaffiliated with EDR. Through a contractual arrangement with ThinkHR, EDR is able to provide its Clients with access to the ThinkHR website, but EDR is not responsible for the ThinkHR website and is not liable for any content or materials found there. Clients’ use of the ThinkHR website is governed by ThinkHR Corporation’s website terms and conditions of use.
2. Limited Permission to Use.
(a) General. Only EDR Clients who have been provided with log in credentials may access and use the Portal portion of the Site; they and other users may also use the remainder of the Site, but all uses of the Site shall be only for personal, non-commercial use for the intended purpose described above. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site except: (a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (b) you may store files that are automatically cached by your web browser for display enhancement purposes; and (c) you may print one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution. Notwithstanding the foregoing, Clients may download documents from the Portal for their own internal, non-commercial use.
(b) Users. Individual users and authorized representatives of Clients or prospective Clients who agree (on their own behalf and on behalf of the Client or prospective Client) to be bound by this Agreement may use the Site in accordance only with the restrictions set forth above and in this Agreement.
3. Restrictions. You may use the Site only for lawful purposes in accordance with this Agreement. You shall not use the Site (a) in any way that violates any applicable laws or regulations; (b) to exploit, harm, or attempt to exploit or harm others in any way; (c) to send, knowingly receive, upload, download, use, or re-use any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, promotes sexually explicit or pornographic material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, infringes any intellectual property or other rights of any third party, violates the legal rights (including rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations, that is likely to deceive a person, that promotes any illegal activity or advocates, promotes, or assists any unlawful act, that causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy another person or may otherwise conflict with this Agreement; (d) to transmit, procure the sending of, any advertising or promotional material, including any junk mail, chain letter, spam, or any other similar solicitation; (e) to impersonate or attempt to impersonate (or create the misimpression of endorsement by) EDR, an EDR employee, another user, or any other person or entity (including without limitation by using email addresses or user names associated with any of the foregoing); (f) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or may harm EDR or users of the Site or expose them to liability as determined in our sole discretion; (g) in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site; (h) by accessing it via robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material of the Site; (i) by using any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent; (j) by using any device, software, or routine that interferes with the proper working of the Site; (k) by introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (l) by attempting to gain unauthorized access to, interfering with, damaging, or disrupting any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (m) by attacking the Site via a denial-of-service attack or a distributed denial-of-service attack; (n) by otherwise attempting to interfere with the proper working of the Site.
4. Access to the Site. We may modify the Site and any part of the Portal, and/or material we provide on the Site in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time for any period. From time to time, we may restrict access to some parts of the Site or the entire Site to users, including registered users. You are solely responsible for making all arrangements necessary to access the Site. You are solely responsible for ensuring that anyone who accesses the Site through your Internet connection are aware of this Agreement and complies with it.
5. Accuracy and Security.
(a) Accuracy. To access the Portal and possibly other features on the Site, you may be asked to provide certain registration details or other information. You represent that all the information you provide on or through the Site is correct, current, and complete You acknowledge that this is a condition of your use of the Site.
(b) Security. If you choose or are provided with a user name, password, or credentials as part of our security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason or no reason, including if in our opinion you have violate any provision of this Agreement
6. Intellectual Property. The Site and its entire contents, features and functionality, as well as other material transmitted through it (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement of the foregoing), are owned by EDR, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All content, software, source code, object code, and any other code, associated media, print media, online or electronic documentation, data, databases, and script forming a part of the Site, and all trademarks, service marks, trade dress, logos, and tag lines displayed on the Site as well as all trade secrets, patents and patentable inventions (collectively, the “Intellectual Property”), are the sole and exclusive property of EDR or its licensors. You shall not challenge the Intellectual Property rights associated with the foregoing or do anything that might impair or damage those rights. You are not granted any right or license, either express or implied, in any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity, or other Intellectual Property or proprietary right of EDR or any of the goodwill associated with any of the foregoing. You shall not reproduce, edit, modify, adapt, or distribute the foregoing for any purpose whatsoever in violation of existing Intellectual Property rights. Without limiting the foregoing, EDR’s company name, its trademarks, and all related names, logos, product and service names, designs and slogans are trademarks of EDR or its licensors. You must not use such marks without the prior written permission of EDR. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners. You shall not remove any copyright, trademark, or other proprietary legends or notices that appear on, in, or as part of the Site.
7. No Reliance.
(a) No Warranty. The information presented or distributed through the Site (whether through the Portal or otherwise) is made available solely for convenience. EDR does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. EDR disclaims all liability and responsibility arising from any reliance placed on such material by you or anyone else, or by anyone who may be informed of its contents.
(b) Third Party Content. The Portal includes access to content provided by third parties. All statements and/or opinions expressed in the materials provided by third parties, are solely the opinions and the responsibility of the person providing them. Such materials do not necessary reflect the opinion of EDR. EDR is not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.
(c) Obsolescence. The information found on the Site may be out of date or incomplete. We are under no obligation to update material on the Site or keep it current.
8. Privacy. All information we collect on this Site is subject to our Privacy Policy, which is incorporated into these Terms of Use by this reference. By using the Site, you consent to all actions taken by us with respect to your information that are consistent with the Privacy Policy.
9. Linking. The Site contains links to other websites and resources provided by third parties (including without limitation the ThinkHR website). These are provided for your convenience only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
10. Geographic Restrictions. EDR is based in Kentucky in the United States. EDR provides the Site for use only by persons located in the United States and makes no claims that the Site is accessible or appropriate outside the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and you are responsible for compliance with local laws.
11. Term and Termination.
(a) Term. The term of this Agreement shall begin once you agree to it affirmatively or implicitly by accessing and using the Site and shall continue until terminated as set forth in this Agreement.
(b) Termination. If you breach this Agreement, EDR may suspend your access to the Site or terminate this Agreement immediately. EDR may suspend, terminate, or deny your access to and use of the Site or the Portal in whole or in part, and may revoke any or all of the other rights granted under this Agreement if you fail to comply with this Agreement. If the Client Agreement is terminated, any right you have to use the Portal will automatically terminate as well.
(c) Effect of Termination. Termination of this Agreement for any reason shall not affect the respective rights and obligations of the parties arising before the date of termination.
(d) Post-Termination. Upon termination, you shall immediately cease accessing and/or using the Site, the Portal, and the ThinkHR website, as applicable.
12. Representations, Warranties, and Disclaimer.
(a) Representations and Warranties. You represent and warrant that you are in the United States and that you have reached the age of majority. You represent and warrant that you have the legal power and authority to enter into this Agreement without consent from any third party, that you have not falsely identified yourself nor provided any false information to us or through the Site, and that all information provided through the Portal or any other part of the Site (or when obtaining an account for use of the Portal) is true, accurate, unaltered, complete, and correct, and will contain no untrue statement or omission of material fact. You covenant that you will comply with the terms and conditions of this Agreement and with the terms and conditions that govern any use of the ThinkHR website or other third party websites to which you link through the Site. You represent and warrant that none of executing, delivering, entering into, and performing your obligations under this Agreement will violate any provision of law or any order of any court or any governmental authority to which you are subject, or conflict with, result in a breach of, or constitute a default under any contract or agreement by which you are bound. You represent and warrant that your use of the Site (including the Portal) shall comply with all applicable laws, regulations, rules, ordinances, and court orders. You shall not enter into any agreement with a third party that is inconsistent with any provision of this Agreement. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you are an authorized representative of such organization. You represent that this Agreement has been duly authorized, executed, and delivered. You represent, warrant, and covenant that none of the materials you post through the Portal will contain any virus, Trojan horse, worm, or other malware or malicious code intended to disrupt or interfere with the ordinary use of the Portal.
(b) Disclaimer. EDR MAY DISABLE, SUSPEND, OR REMOVE ANY PART OF THE SITE (INCLUDING THE PORTAL AND ANY MATERIALS IN THE PORTAL) AT ANY TIME IF EDR IS REQUIRED TO DO SO BY ONE OF ITS LICENSORS OR SUPPLIERS, IF EDR DETERMINES THAT SUCH PORTION OF THE SITE OR CONTENT WITHIN IT VIOLATES APPLICABLE LAW OR THIRD PARTY RIGHTS, IF YOU HAVE BREACHED YOUR OBLIGATIONS UNDER THIS AGREEMENT OR FOR OTHER REASONS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDR MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SITE (INCLUDING THE PORTAL), THE MATERIALS POSTED IN THE PORTAL, OR THE MATERIALS ACCESSED AT THE THINKHR WEBSITE OR OTHER THIRD PARTY WEBSITES OR THE INFORMATION PROVIDED THROUGH THE SITE, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY REGARDING INFORMATION ACCURACY, ANY WARRANTY THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, ANY WARRANTY REGARDING QUALITY, ACCURACY, TIMELINESS, SUITABILITY, USABILITY, COMPLETENESS, SECURITY, AVAILABILITY, OR CONDITION OF THE SITE OR INFORMATION (OR ANY MATERIALS OR INFORMATION FOUND THROUGH THE THINKHR WEBSITE OR OTHER THIRD PARTY WEBSITES ACCESSED THROUGH LINKS ON THE SITE OR THE PORTAL, INCLUDING WITHOUT LIMITATION INFORMATION OR MATERIALS FOUND ON THE THINKHR WEBSITE), AND ANY WARRANTY THAT THE SITE WILL OPERATE WITH ANY PARTICULAR HARDWARE, SOFTWARE, SYSTEM, OR DATA. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND RELATED INFORMATION (INCLUDING THE PORTAL, CONTENT POSTED IN THE PORTAL, LINKS TO THE THINKHR WEBSITE AND OTHER THIRD PARTY WEBSITES) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. EDR SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY VIRUSES OR OTHER FORMS OF CONTAMINATION OR DESTRUCTIVE FEATURES THAT AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA, OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE OR YOUR DOWNLOADING OR UPLOADING OF ANY MATERIALS. NEITHER THE INFORMATION, MATERIALS, OR CONTENTS OF THE SITE, NOR THOSE PROVIDED THROUGH THE PORTAL OR THINKHR WEBSITES OR OTHER THIRD PARTY WEBSITES THAT MAY BE ACCESSED THROUGH LINKS FOUND ON THE SITE OR IN THE PORTAL CONSTITUTE LEGAL, BUSINESS, INTERNATIONAL, REGULATORY, INSURANCE, TAX, OR FINANCIAL ADVICE. NONE OF THE INFORMATION FOUND ON THE SITE, IN THE PORTAL, OR ON THINKHR WEBSITE OR OTHER THIRD PARTY WEBSITES ACCESSED THROUGH THE PORTAL ARE INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE.
(c) THINKHR WEBSITE DISCLAIMER. WITHOUT LIMITING THE FOREGOING DISCLAIMER IN ANY WAY, YOU ACKNOWLEDGE THAT ACCESS TO THINKHR WEBSITE IS PROVIDED TO EDR CLIENTS AS A VALUE-ADDED SERVICE AND THAT EDR ACCEPTS NO LIABILITY WHATSOEVER FOR THE CONTENT OR INFORMATION FOUND ON THE THINKHR WEBSITE OR FOR ITS LACK OF AVAILABILITY OR FAILURE TO FUNCTION PROPERLY.
(d) No Reliance. THE SITE, THE PORTAL, AND ACCESS TO THINKHR WORKPLACE PRO IS PROVIDED AS A CONVENIENCE TO YOU. YOU SHALL HAVE THE ULTIMATE RESPONSIBILITY FOR SEEKING PROFESSIONAL ADVICE WHERE NECESSARY AND DESIRABLE TO DO SO AND FOR VERIFYING THE ACCURACY OF INFORMATION OBTAINED ON THE SITE, THE PORTAL, OR THE THINKHR WEBSITE. USE OF THE SITE, THE PORTAL, AND THE THINKHR WEBSITE IS SOLELY AT YOUR OWN RISK. YOUR RELIANCE ON ANY INFORMATION PROVIDED IN OR THROUGH THE SITE OR THE PORTAL OR THE THINKHR WEBSITE OR OTHER THIRD PARTY WEBSITES IS AT YOUR OWN RISK AND EDR ASSUMES NO RESPONSIBILITY FOR CONSEQUENCES RESULTING FROM YOUR USE OF THE SITE, THE PORTAL, OR THE THINKHR WEBSITE.
(e) Right to Remove. Though the Portal is provided for your convenience to upload and download information about particular employment dispute cases, you acknowledge that you are solely responsible for creating and storing backup copies of such documents and information so that they are accessible even in the absence of the Site or the Portal. EDR reserves the right to remove any data, or parts thereof, in its sole discretion, for any reason and without notice. You acknowledge and agree that pursuant to this Agreement, EDR has the right to terminate your access to or use of the Site, and disable, remove, or delete data, temporarily or permanently for any reason and without notice to you. In the event your account, use, or access is removed or terminated, EDR is under no obligation to transfer or manage data for you and any rights granted to EDR with regard to information, documents, or other data shall survive. You acknowledge that termination, interruption or loss of use of the Site, the Portal, the ThinkHR website, and the effects thereof shall not impair your ability to continue your operations.
13. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY VIRUSES OR OTHER FORMS OF CONTAMINATION OR DESTRUCTIVE FEATURES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA, OR OTHER PROPERTY AS A CONSEQUENCE OF YOUR ACCESS TO OR USE OF THE SITE, INCLUDING THE PORTAL, OR ANY WEBSITES OR OTHER MATERIALS ACCESSED THROUGH LINKS IN THE PORTAL. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR ANY DAMAGES IN EXCESS OF THE AMOUNT YOU PAID TO US UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
14. Indemnification. You shall indemnify, defend, hold harmless, and reimburse EDR for all claims, judgments, settlements, causes of action, damages, deficiencies, fines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees and disbursements of counsel) arising out of related to any third party claim that (a) if true, would indicate that you breached the terms and conditions of this Agreement or any terms of use governing your use of the ThinkHR website, (b) arises out of relates to your use of the Site, including the Portal, or the ThinkHR website.
15. General.
(a) Notices. Except as otherwise provided in this Agreement, all notices required under this Agreement shall be in writing sent by hand, certified mail return receipt requested, or reputable overnight courier service addressed to the party at the addresses set forth in the Client Agreement or, in the absence of such agreement between the parties, notice may be sent to you using any contact information EDR has on file for you and notice may be sent to EDR to using the street address set forth in Section 16 of this Agreement unless changed by notice sent pursuant to this section.
(b) No Assignment. This Agreement is binding on and benefits the parties and their successors and permitted assigns. You shall not assign or delegate any of your rights or obligations under this Agreement. If you undergo a change in control, that shall be deemed an assignment for purposes of this Agreement.
(c) No Waiver. None of this Agreement’s provisions may be waived except in writing signed by the party charged with waiving its rights. No waivers shall be implied, whether from any custom or course of dealing or any delay or failure in a party’s exercise of its rights and remedies hereunder or otherwise. Any waiver granted by a party shall not obligate such party to grant any further, similar, or other waivers.
(d) Remedies. Except as otherwise expressly stated in this Agreement, all remedies are cumulative, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other. You acknowledge that the covenants contained in this Agreement are reasonable and necessary to protect EDR’s legitimate business interests. A breach or threatened breach of the Intellectual Property provisions of this Agreement or any violation of EDR’s Intellectual Property rights may irreparably harm EDR. Accordingly, in the event of an actual or threatened breach of this Agreement or violation of its Intellectual Property rights, EDR shall be entitled to seek injunctive relief, specific performance, or both in addition to all other remedies available to it at law or in equity.
(e) Force Majeure. EDR shall be excused for any failure or delay in performance when and to the extent that performance is prevented or delayed by any act of any government authority (whether valid or invalid), act of God, disaster, terrorism, hurricane, tornado, flood, fire, or other similar event beyond EDR’s reasonable control.
(f) Relationship. The parties are independent contractors. Nothing in this Agreement shall create any partnership, agency, or other fiduciary relationship between them.
(g) Governing Law. This Agreement is governed by the laws of the Commonwealth of Kentucky (without regard to its conflicts of laws principles).
(h) Alternative Dispute Resolution.
(i) General. The parties agree to submit any disputes arising from this Agreement, any services provided through the Site (including the Portal) or your use of the Site (including the Portal), including any disputes arising from or concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement or its components to final and binding arbitration administered by the America Arbitration Association in accordance with its Commercial Arbitration Rules on a confidential basis, applying Kentucky law, and held in Jefferson County, Kentucky. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation of all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by a single arbitrator experienced in commercial disputes and shall include a written record of the arbitration hearing. Judgment on the award rendered by the arbitrator may be entered into any court having jurisdiction of it. The Federal Arbitration Act and federal arbitration law apply to this Agreement.
(ii) Exceptions. Notwithstanding the foregoing, you may submit your claims to small claims court if they qualify. Notwithstanding the foregoing, you acknowledge that we may bring actions in court to seek injunctive relief to protect our intellectual property rights. You may opt-out of the arbitration provision but only if, within thirty (30) days of agreeing to be bound by the terms of this Agreement, you contact in a written letter containing your name, the name of the organization you represent (if applicable), your email address, your street address, written notification of your desire to opt out signed by you with the subject line “opt out of arbitration” sent to the street address set forth in the Contact Us section below.
(iii) Description. EDR supports alternative forms of dispute resolution like arbitration. Arbitration is a dispute resolution system that serves as an alternative to the court system.
(iv) Commencing an Action. To begin an arbitration proceeding, you must send a signed, written letter requesting arbitration and describing your claim to us using the street address in the Contact Us section below. The rules may be accessed at www.adr.org. Payment of all filing fees, administration fees, and fees for the arbitrator shall be governed by the rules of the American Arbitration Association.
(i) Class Action Waiver. THE PARTIES AGREE DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED EXCLUSIVELY ON AN INDIVIDUAL BASIS (AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION). YOU AGREE TO BRING CLAIMS SOLELY ON YOUR OWN BEHALF. BY AGREEING TO BE BOUND BY THIS AGREEMENT, YOU ARE AGREEING NOT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
(j) Survival. Sections 6, 11, 12(b), (c), (d), and (e), 13, 14, 15, and 16, as well as all terms and conditions of this Agreement that by their nature are intended to survive termination of this Agreement shall so survive.
(k) Third Parties. This Agreement may be enforced only by the parties and their permitted successors and assigns.
(l) Precedence. In the event of any conflict between these Terms of Use, the Privacy Policy, or any other document incorporated into this Agreement, the terms of these Terms of Use shall govern. To the extent of any conflict between this Agreement and the signed written agreement between EDR and the Client, the terms that are most protective of EDR shall govern.
(m) Amendments. EDR may unilaterally, at any time and in its sole discretion, amend, modify, revise, update or otherwise change these Terms of Use, in whole or in part. You will have an opportunity to review and affirmatively accept the modified Terms of Use before continuing to use the Site. EDR may unilaterally, at any time and in its sole discretion, amend, modify, revise, update or otherwise change the the Privacy Policy or other components of this Agreement, in whole or in part without prior notice to you. Such modified components of this Agreement shall be effective upon posting and shall govern your use of the Site thereafter. Your continued use of the Site after a modified component of this Agreement is posted indicates your acceptance of such modifications. You should check Privacy Policy every time you access the Site so you are aware of any changes since they are binding on you.
(n) Entire Agreement. This Agreement (including the documents incorporated by reference) is the entire agreement between the parties, superseding any and all other prior or contemporaneous agreements, promises or representations between them regarding the subject matter of this Agreement. This Agreement supplements and does not supplant the signed written agreement between EDR and the Client. Except as set forth in the introduction and Section 15(m) above, no modification shall be made to this Agreement unless expressed in writing signed by authorized representatives of both parties.
16. Contact Us. All notices related to this Agreement directed to EDR shall be sent to the street address set forth below. Other inquiries and communications may be sent to EDR using the contact information set forth below:
Address: 1700 Eastpoint Parkway, PO Box 23780, Louisville, KY 40223
P : 502-489-6216
F : 502-489-6439
E : info@edrsystems.com