Terms & Conditions
EDGARfilings Policies
Terms of Service
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE (THIS "SITE"), SUBMITTING AN ACCOUNT REGISTRATION FORM TO EDGARFILINGS, OR OTHERWISE USING THE SERVICES MADE AVAILABLE HEREON. THESE TERMS AND CONDITIONS SET FORTH THE TERMS AND CONDITIONS UPON WHICH USERS OF THIS SITE MAY USE THE SERVICES OFFERED BY EDGARFILINGS. YOUR USE OF THIS SITE AND THE SERVICES PROVIDED HEREON ARE CONDITIONED UPON YOUR ACCEPTING ALL OF THE TERMS, CONDITIONS, POLICIES AND NOTICES SET FORTH IN THESE TERMS AND CONDITIONS OR INCORPORATED BY REFERENCE HEREIN. USE OF THIS SITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS AND ALL OTHER TERMS, CONDITIONS, POLICIES AND NOTICES DISPLAYED ON THIS SITE.
If you do not agree with any part of these Terms and Conditions, YOU MUST NOT USE THIS SITE.
EDGARfilings, Ltd. is a company owned and operated by International Electronic Communications, Inc. ("IEC"). EDGARfilings.com and IEC reserve the right, in their sole discretion, to amend these Terms and Conditions at any time by posting the amended terms on this Site. The amended terms shall be effective from and after the date that they are posted on the Site. Your non-termination or continued use of this Site constitutes an affirmative acknowledgment by you that you have read and agreed to be bound by the most current Terms and Conditions. If at any time you do not agree to be bound by the then-current Terms and Conditions, you must discontinue your use of this Site.
The terms and conditions contained in the Privacy Policy are incorporated by reference herein.
PART I
General Terms and Conditions
Copyright Notice
You, the User, acknowledge that all content included on this Site, including the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, maps, designs, icons, written and other material and compilations (collectively, "Content") are the intellectual property and copyrighted works of EDGARfilings, Ltd and IEC Technologies and/or various third party providers ("Providers"). The reproduction or storage of information or works retrieved from this Site, in all forms, media and technologies now existing or hereafter developed, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code.
Trademark Notice
"EDGARfilings", "EDGARizer®", "EDGARizerX", "EDGAR-eMinder", "EDGARforms" are existing or pending service marks of EDGARfilings, Ltd. and IEC Technologies. Other product and company names identified on this Site may be the trademark, trade name, service mark, logo, symbol or other proprietary designation of a third party. The use on this Site of any name, trademark, trade name, service mark, logo, symbol or other proprietary designation or marking of or belonging to any third party, and the availability of specific goods or services from such third party through this Site, should not be construed as an endorsement or sponsorship of this Site by any such third party, or the participation by such third party in the offering of goods, services or information through this Site.
Acceptable Use
This Site is intended for personal, noncommercial use. This site is intended for public companies, investment management firms, legal counsel, and public accountants. Individuals may use these services for their own personal compliance needs. All other users must have the express permission of EDGARfilings, Ltd. and IEC Technologies. You may only use this Site to make requests to purchase the products or services offered (each, a "Request") that are legitimate and shall not use this Site to make any speculative, false or fraudulent Requests or any Requests in anticipation of demand. You represent that you are of sufficient legal age and authorized to create binding legal obligations for yourself or your employer with respect to any liability you may incur as result of your use of this Site. You agree to promptly update your membership information (if applicable) in order to keep it current, complete and accurate.
It is a violation of law to place a Request in a false name or with an invalid credit card. Please be aware that even if you do not give us your real name, your web browser transmits a unique Internet address to us that can be used by law enforcement official to identify you. Fraudulent users will be prosecuted to the fullest extent permitted by applicable law.
The services available on this Site are provided at the prices set forth on the pricing schedule contained on this Site. All pricing and printed price schedules are subject to modification effective as of the time such modifications are posted on this Site and prices are determined at the time of receipt of the conversion and filing request submitted by Users. Online EDGARforms are subject to the same pricing schedule, only if submitted to EDGARfilings for filing. All unauthorized use of EDGARfilings' Online EDGARforms, HTML code, or any part or process thereof, including but not limited to offerings made to third parties and/or transmissions sent to the SEC, are subject to a one-thousand dollar usage fee (i) per third-party individual, (ii) per submission to the SEC, and (iii) per instance of use. Additionally all such independent users and usages are subject to an additional one-thousand dollar per form page usage fee.
Payment Terms
All amounts invoiced to you, the User, from EDGARfilings shall be due and owing to EDGARfilings within thirty (30) calendar days of the date set forth on such invoice (the "Due Date"). Notwithstanding anything contained on this Site or in these Terms and Conditions to the contrary, in the event that you, the User, fail to remit full payment on an invoiced amount by the Due Date, EDGARfilings will charge, and you agree to pay, a late payment charge on any such amount, fee, or charge not paid from the payment Due Date until the payment is actually received by EDGARfilings computed at the lesser of (i) one and one-half percent per month (18% per annum), or (ii) the maximum non-usurious rate permitted by applicable law.
Warranties
Unless a Provider has agreed otherwise, all products, services, advice, merchandise and information available through this Site are provided on an "as is", "as available basis" without warranties of any kind, either expressed or implied, including but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose. Without limiting the above, no warranty or guarantee is made (i) regarding the acceptance of any Request, (ii) regarding the availability of products and/or services through this site or, where applicable, at any participating retailer or retailer location, (iii) that use of this Site and all software, products or services associated with this Site will be error free, (iv) regarding the results that may be obtained from the use of this Site, (v) regarding the completeness, accuracy, reliability or quality of any information content, data, service, advice or merchandise provided or available through this Site, or (vi) regarding the performance or non-performance of this Site including, but not limited to, any performance or non-performance in connection with or as a consequence of the Securities Exchange Commission's EDGAR filing system. You expressly agree that the use of this Site is at your sole risk.
Procedure: In connection with EDGAR services, the user agrees to follow and be bound by the EDGARfilings document filing process.
Turn around time: EDGARfilings guarantees client's receipt of EDGARized EDGAR I (ASCII) document within 24 hours and 36 hours for EDGAR II (HTML) documents of EDGARfilings.com receipt of client's document. All rush orders are requests for expedited turn around. Acceptance, promises and offerings of rush, expedited, and less than 24 hour turn around for EDGAR I and 36 hour for EDGAR II are never guarantees, but only promises to perform with best efforts and due diligence. All turn around guarantees relate only to client's receipt of document for review; never does EDGARfilings.com guarantee turn around time as to the LIVE filing of a document.
Proper Formatting and Timely Filing: EDGARfilings strives to file each EDGARized Document with the SEC (i) in the proper EDGAR Format, and (ii) prior to any filing deadlines that may exist from time to time, however, EDGARfilings cannot ensure that EDGARized Documents will be filed in the proper EDGAR Format or prior to a filing deadline unless: (i) the Customer provides EDGARfilings with the Final Edits (as defined in the EDGAR Conversion and Filing Procedures) to a particular EDGARized Document within eight (8) hours of the applicable filing deadline for such EDGARized Document during a Major Deadline Filing Period, or (ii) the Customer provides EDGARfilings with the Final Edits to a particular EDGARized Document within four (4) hours of the applicable filing deadline for such EDGARized Document during a Non-Major Filing Deadline Period.
LIVE File Authorization: In order to guarantee filing of a document on the same filing day, written authorization to LIVE file must be received, via email or fax one (1) hour prior to the SEC filing deadline, 5:30 Eastern Standard Time (EST). Client's authorization constitutes express acceptance of all content presented to client in the last proof copy of document forwarded to client prior to the LIVE filing. Client expressly accepts all contents of IEC Online EDGAR Form document upon forwarding that document to IEC for LIVE filing with the SEC.
Page Count: The page count is determined based on an 8.5 x 11 inch with 1.25 inch margins and 10 point Times New Roman type font.
General Limitation of Liability
IN NO EVENT SHALL EDGARfilings AND/OR IEC TECHNOLOGIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, OR PROVIDERS (COLLECTIVELY, THE "COVERED PARTIES"), BE LIABLE TO USER OR ANY THIRD PARTY BENEFICIARY OF USER (COLLECTIVELY, THE "USER PARTIES") FOR ANY INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVING, OR INTERRUPTION OF BUSINESS, SUFFERED BY ANY USER PARTIES FOR ANY REASON; (ii) ANY DAMAGES SUFFERED BY ANY USER PARTIES AS A DIRECT OR INDIRECT RESULT OF OR RELATED TO ANY FAILURE OF THIS SITE OR THE SERVICES AVAILBLE HEREBY, INCLUDING BUT NOT LIMITED, TO THE LOSS OF DATA, OR DELAY OF THE COVERED PARTIES IN THE SUBMISSION OF AN EDGAR FILING DOCUMENT TO THE SEC OR THE FAILURE OF A COVERED PARTY TO LIVE UP TO ITS OBLIGATIONS HEREUNDER; AND (iii) ANY CLAIM AGAINST USER BY ANY THIRD PARTY FOR DAMAGES OF ANY KIND, ANY OR ALL OF WHICH MAY ARISE FROM THIS SITE OR THE SERVICES PROVIDED TO USER BY A COVERED PARTY, EVEN IF SUCH COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
USER ACKNOWLEDGES THAT THE FOREGOING LIMITATION OF LIABILITY MEETS THE ESSENTIAL PURPOSE OF THESE TERMS AND CONDITIONS AND WAS A MATERIAL FACTOR IN THE ESTABLISHMENT OF THE PRICES SET FORTH ON THE PRICE SCHEDULE. USER EXPRESSLY AGREES THAT IF EDGARFILINGS.COM AND/OR IEC IS FOUND LIABLE TO A USER PARTY NOTWITHSTANDING THE FOREGOING LIMITATION OF WARRANTY, EDGARFILINGS.COM'S AND IEC'S MAXIMUM AGGREGATE LIABILITY TO USER HEREUNDER, WHETHER ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE FEES OR CHARGES ASSESSED BY AND PAID TO EDGARFILINGS.COM BY USER IN CONNECTION WITH THE REQUEST PURSUANT TO WHICH THE LIABILITY AROSE.
Some states, to the extent their law might be deemed to apply not withstanding the selection of Texas law as described below, do not allow the limitation of liability, so the foregoing limitations might not apply to you.
Third Parties
If you use this Site to submit Requests for or on behalf of a third party ("Third Party"), you are responsible for any error in the accuracy of information provided in connection with such use. In addition, you must inform the Third Party of all Terms and Conditions applicable to all products or services acquired through this Site including all rules and restrictions applicable thereto.
Each User using this Site for or on behalf of a Third Party agrees to indemnify and hold each Covered Party harmless from and against any and all liabilities, losses, damages, suits and claims (including the costs of defense), relating to the Third Parties or the User's failure to fulfill any of its obligations as described above. User is directly responsible for any Request submitted including related fees, charges and performance obligations.
Links to other Websites and Services
To the extent this Site contains links to outside services and resources, any concerns regarding such services or resources should be directed to the particular outside service or resource provider. None of the Covered Parties guarantees or warrants the accuracy or completeness of the information or content included on the web sites of such outside services and resources.
Termination of Usage
User access to all or any part of this Site may be terminated or suspended at any time, without notice and for any reason.
Miscellaneous
The captions in these Terms and Conditions are only for convenience, and do not, in any way, limit or otherwise define the terms and provisions of these Terms and Conditions.
None of the Covered Party is responsible for any errors or delays in responding to a Request caused by an incorrect email address provided by you or other technical problems beyond such Covered Party's control.
These Terms and Conditions, and any other written documents, policies or notices referenced herein or Content displayed on this Site related to Users obligations or the services, represent the entire agreement between you and each Covered Party regarding your use of this Site and supersede any prior statements or representations. If any provision of these Terms and Conditions is found to be unenforceable or invalid pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that is similar in intent to the original provision and the remainder of these Terms and Conditions shall otherwise remain in full force and effect and enforceable. These Terms and Conditions are governed by the laws of the State of Texas. By accessing this Site, you have consented to the exclusive jurisdiction and venue of the appropriate federal or state courts located in Houston, Texas, in all disputes arising out of or relating to the use of this Site or that might otherwise be brought against a Covered Party in connection with this Site or any service offered on this Site from time to time. Any rights not explicitly expressed in the body of this document are reserved.
