Terms of Use

Your access to and use of the data and services accessed via www.EDGARAce.com (the "Services"), provided to you by AURIZSoft LLC, its subsidiaries and/or affiliates (the "Company”, "we,” "us," or "our”), is subject to the following Terms and Conditions of Use ("User Agreement”), including the Disclaimers and Limitation of Liability set forth below.

YOU ARE REQUESTED TO READ THESE TERMS AND CONDITIONS OF USE AND TO ACKNOWLEDGE BELOW THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS USER AGREEMENT, CLICK "I DO NOT ACCEPT" BELOW AND DO NOT PROCEED TO USE THE WWW.EDGARACE.COM WEBSITE. YOUR USE OF THE WWW.EDGARACE.COM WEBSITE CONSTITUTES YOUR AGREEMENT TO THESE TERMS OF USE.

Section 1. Reservation of Rights

We reserve all rights not expressly granted to you, including, but not limited to the right, at our sole discretion, at any time and without notice, to revise the terms, conditions, and notices under which the Services are offered, including but not limited to the charges associated with the use of the Services. We will post a notice of revision on our home page whenever we revise this User Agreement. Each such revision will be effective as of the date the notice of revision is posted. We may, at our sole discretion, send email notification of any such revisions to you if you are a registered user; but nonetheless, you remain responsible for regularly reviewing the terms of this User Agreement. Your use of the Services on or after the effective date of a revision constitutes your consent to the terms of the revision.

Section 2. Use of the Site

You may only use the Services in accordance with the terms and conditions of this User Agreement and all applicable laws, rules, and regulations. In the event we believe that you have failed to comply with all terms applicable to your use of the Services, you agree that we have the right, in our sole discretion and without notice, to terminate your account and prohibit you from accessing the EDGARAce website and from using the Services. We may also, in our sole discretion and at any time, discontinue the Service, or any part thereof, or your ability to access the EDGARAce website, with or without notice. You agree that you do not have any rights in the EDGARAce website and that we will have no liability to you if the Services are discontinued or your ability to access the EDGARAce website or use the Services is terminated, except as provided in this User Agreement. The Services may be used only for the purpose of your internal affairs, the conduct of your business, or providing professional services to your clients. We offer subscription plans in which you are entitled to a certain number of filings for a fixed term and at a discounted rate. You agree that any filings made under a subscription plan is for your use only and that you may not resell or otherwise make the Services available to third parties and that doing so may result in suspension or discontinuance of your ability to make such filings using the EDGARAce website and the Services.

Section 3. Registration and Password

In order to be eligible to access all of the EDGARAce website and use all of the Services, you must first complete a registration. At registration, you will be asked to provide username and a password. You must take appropriate steps to safeguard your username and password. You agree to maintain as personal and confidential your username and password. You are prohibited from transferring or sharing your username and from revealing your password to any other person. Any violation of the foregoing shall result in an immediate termination of your access rights to the EDGARAce website and the use of the Services, as well as result in liability to us for all damages resulting from your breach. It is your sole responsibility to protect your password from unauthorized use. You are responsible for the cost of any services obtained or expenses incurred by any person who uses your password, regardless of whether such use is authorized, and you promise to indemnify us and hold us harmless from any cost or other liability of any kind that we may incur as a result of unauthorized use of your password. If at any time you believe that an unauthorized person may have knowledge of your password, you should immediately change your password and notify us.

Section 4. Fees for Services

  1. Pay-Per Use
    The fee for each filing shall be based on pay-per use unless you purchase a subscription plan as set forth in Section 4.B below.

  2. Subscription Pricing Plans
    We offer various subscription plans, each of which has a twelve (12) month term. If you purchase a subscription plan, you may create and file the set number of filings specified by the applicable subscription plan. Once you have used all of the filings specified by such subscription plan, you will revert to pay-per use status regardless of the expiration date of the plan. For each subscription plan, you must use the applicable number of filings within twelve (12) months of the date of purchase of the subscription plan. Upon expiration of the subscription plan term, you will still be able to log in to the EDGARAce website but any unused filings under the subscription plan will no longer be available for your use. At that time, if you desire to submit a filing, you will be requested to select either pay-per use or purchase a new subscription plan.

  3. Payment Method
    Presently, we will bill you by invoicing with respect to both pay-per use and subscription plans. In the future, we may provide you with the option of paying by credit card instead of by invoicing. Payments by credit card will be processed immediately and will be subject to your credit card user agreement. Both subscription plans and pay-per use are invoiced immediately, and such invoice is emailed to you immediately following purchase and serves also as your confirmation of purchase. You must ensure that payment for each invoice is received by us within twenty-one (21) days of the transaction date. If payment is not received within twenty-one (21) days, you will be notified via email that payment for the invoice is overdue. Your failure to pay the invoiced amount within twenty-one (21) days may result in the suspension of your access to the EDGARAce website and your use of our Services. In addition, overdue amounts will accrue interest at a rate of one and one-half percent (1 ½%) per month, or the highest rate allowed by applicable law, whichever is lower. If you fail to pay any invoice in accordance with these terms, you agree to pay all costs of collection, including but not limited to, reasonable attorneys' fees. You also have the option to receive via regular mail a cumulative invoice that will include all invoices emailed to you for the prior calendar month. You can select this option at the time of registration, and you may update your account at any time to change your selection. You are responsible for updating your account to reflect any changes to your mailing address.

  4. General
    All fees are nonrefundable; and we reserve the right to change the fees for the Services at any time.

Section 5. Term and Termination

This User Agreement is effective until terminated. This User Agreement will terminate automatically without any notice from us if you fail to comply with any of the terms or conditions of this User Agreement. Upon termination for such cause, you shall no longer be permitted access to the EDGARAce website and your username shall be deactivated. Termination for such cause shall not affect our entitlement to any amount due hereunder, and you shall not be entitled to any refund of any portion of the fees paid in connection with the use of the EDGARAce website or our Services, including any fees paid for any subscription plans.

Section 6. Customer Filings

In choosing to use the Services to create and transmit EDGAR filings, you authorize us to transmit such filings to the Securities and Exchange Commission. You must review each filing and acknowledge responsibility for the truth, accuracy and completeness of its contents. You further agree to indemnify and hold harmless us, our members, managers, officers, agents and employees from and against any and all liabilities arising out of any errors, inaccuracies or omissions by you, your employees or agents with respect to each filing created and transmitted via the EDGARAce website.

Section 7. Copyright and Intellectual Property

The data and services available at the EDGARAce website, as well as any enhancements, modifications, improvements, revisions, new releases, and updates thereto, including, without limitation, the structuring, indexing, sequencing and organizing thereof, and all other elements of, or aspects related thereto, such as, by way of example and not limitation, data fields, methods of processing, specific design and structure, the interaction of documents contained therein and unique design techniques employed therein as well as document storage and quality assurance methodologies, are the valuable, confidential, copyrighted and trade secret property of us or third parties who have contributed thereto. We own all right, title and interest in and the data and services available at the EDGARAce website, including without limitation, all ancillary and interface software, all current and future enhancements, modifications, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, all copyrights, trade secrets and patents therein. Thus, except as allowed by applicable law and as expressly permitted in this User Agreement, you may not reproduce, duplicate, copy, sell, or otherwise transfer or commercially exploit any portion of the EDGARAce website unless we have provided you with express written permission to do so. You may be liable for copyright infringement if you copy any content without such permission. You shall maintain the data and services available at the EDGARAce website in confidence and shall not disclose the same to any third party except as expressly permitted in this User Agreement. You may print data retrieved from the EDGARAce website to the extent permitted under the "fair use" provisions of the Copyright Act of 1976 (17 U.S.C. Sec. 107). In addition, you may download and store PDF proofs of EDGAR filings created using our Services so long as such downloading is consistent with the purposes authorized by this User Agreement. You agree to comply with all applicable conventions regarding copyright and source of material attribution. You acknowledge that data or services available at EDGARAce constitute valuable and proprietary property of the Company or of third parties who have contributed to the development of data or services. If you wish to use the data or services in any manner not expressly permitted by this User Agreement, you agree to first request permission from us by emailing us a request letter with a description of the intended use. You will not use the data or services until you have received a letter from us approving your request. We may require you to pay an additional fee prior to our approval to your request.

Section 8. Privacy Statement

All the personal information that you provide when registering to use EDGARAce is protected by our Privacy Statement which is incorporated into this User Agreement. As indicated in our Privacy Statement, we will not provide your personal information to any unaffiliated third party except as required by law. You should review our Privacy Statement regarding the collection and use of any personal information provided by you.

Section 9. Linked Sites

The EDGARAce website may contain links to third party websites ("Linked Sites"). We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the Linked Site or any association with its operators. We assume no responsibility and are not liable for (a) the truth, accuracy, completeness, usefulness or legality of any advertisements, information, products or services on any Linked Site; (b) monitoring any information residing on or transmitted to or from the Linked Site; (c) determining whether or not persons who advertise on any Linked Site are properly licensed for their profession or trade; (d) the use on any Linked Site of any trademarks, copyrights or other rights of third parties; or (e) any viruses, worms, cancelbots, trojan horses or other harmful components or defects that may be found at any Linked Site. You are responsible for reviewing and abiding by the privacy statements and terms of use of any Linked Sites. We are not responsible or liable for any part of any dealings with third parties at such Linked Sites or participation in promotions at such Linked Sites, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions.

Section 10. Customer Responsibilities

As a condition of your use of the EDGARAce website and the Services, you agree not to use the EDGARAce website for any purpose that is unlawful or prohibited by this User Agreement. You agree not to use the EDGARAce website in any manner which could damage, disable, overburden, or impair the EDGARAce website or restrict, inhibit or otherwise interfere with any other party's use of the EDGARAce website. You agree not to attempt to gain unauthorized access to the EDGARAce website, other accounts, computer systems or networks connected to EDGARAce, through hacking, password mining or any other means. You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the EDGARAce website, including without limitation through the use of data mining, automated programs, robots, spiders, crawlers, or similar data gathering and/or extraction tools.

Section 11. Disclaimers

YOU ASSUME THE SOLE RISK OF YOUR USE OF THE INFORMATION AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE EDGARACE WEB SITE.
We disclaim any warranty that (i) the Services will meet your requirements, (ii) the EDGARAce website’s operation will be uninterrupted, timely, secure, or error-free, (iii) any information or communication that may be obtained from the use of the EDGARAce website will be accurate or reliable, and (iv) the quality of any products, services, information, or other materials purchased or otherwise obtained by you through the EDGARAce website will meet your expectations. The Services and information available through the EDGARAce website are provided to you on an “as is” and “as available” basis. We expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Because the Services and the EDGARAce website are provided to you “AS IS,” we shall not be liable to you or to any third party for any data conversion or formatting errors resulting from use of EDGARAce tools and utilities or any delay in delivery of, or failure to deliver, any communications or other information you submit using the EDGARAce website. The data and services included in or available through the EDGARAce website may include inaccuracies or typographical errors. Because the Services and the EDGARAce website are provided to you “AS AVAILABLE,” we shall not be liable to you or to any third party for any modification, interruption, suspension, or discontinuance of the Services or of your ability to access the EDGARAce website. You assume the full responsibility and sole risk for any damage to your computer or other consequences that result from your downloading any information, software, or other materials from the EDGARAce website. We shall have no liability for any damage to your computer, including loss of data that results from your downloading any such materials.

Section 12. Indemnification

You agree to indemnify, defend and hold harmless us, our licensors, vendors, service providers, and each of our and their respective officers, managers, members, employees, independent and sub-contractors, agents, representatives, successors and assigns (collectively, "Indemnitees") from and against any and all claims, disputes, demands, proceedings, cause of action, judgments, damages, liabilities, losses, costs or expense (including, but not limited to reasonable attorneys’ fees) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (collectively, “Claims”) which may arise out of or are in any way connected with your access, visitation and/or use of the EDGARAce website, your use of the Services, your filing, your unauthorized use of content obtained on or through the EDGARAce website, breach or alleged breach of this User Agreement, or from any of your acts or omissions in connection with the use of the EDGARAce website or the Services.

Section 13. Limitation of Liability

YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR LOSS OF GOODWILL, USE, OR DATA (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE EDGARACE WEBSITE AND/OR SERVICES, REGARDLESS OF CAUSE. YOU FURTHER AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM YOU MAY HAVE AGAINST US, REGARDLESS OF THE FORM OF ACTION, INCLUDING NEGLIGENCE, SHALL BE THE RETURN OF THE FEES PAID BY YOU FOR THE SERVICE THAT GAVE RISE TO THE CLAIM. UNDER NO CIRCUMSTANCEES SHALL WE BE LIABLE FOR ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULL EXTENT PERMITTED BY LAW.

Section 14. No Agency, Joint Venture or Employment

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this User Agreement or the use of the EDGARAce website.

Section 15. Force Majeure

We will not be considered to have breached this User Agreement to the extent that performance of our obligations is prevented, interrupted or delayed due to causes beyond our reasonable control such as acts of God, acts of any government, war or other hostilities, the elements, fire, explosion, power failure, telecommunications failure, industrial or labor dispute, inability to obtain supplies and the like, or breakdown of equipment or any other causes beyond our control.

Section 16. Entire User Agreement

This User Agreement constitutes the entire agreement between the parties with respect to the EDGARAce website and the Services.

Section 17. Waiver

Failure of either party to insist upon strict performance of any provision of this User Agreement or the failure of either party to exercise any right or remedy to which it is entitled under this User Agreement shall not constitute a waiver of any such term, condition or covenant under this User Agreement and shall not cause a diminution of the obligations under this User Agreement. No waiver of any of the provisions of this or any User Agreement shall be effective unless it is expressly stated to be such and signed by both parties.

Section 18. Disputes and Jurisdiction

The EDGARAce website and the Services are based in the United States. The EDGARAce website is not designed, customized or intended for, or directed to, any other country. When you choose to access or visit the EDGARAce website and/or use the Services, you do so on your own initiative and you are solely responsible for compliance with local laws if and to the extent local laws are applicable. You agree that in the event of any dispute, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action. In the event of any court action, all disputes will be resolved individually, without resort to any class action, and you specifically waive your right to a trial by jury. You agree that regardless of any applicable law to the contrary, you shall not be entitled to file a claim or cause of action arising out of or related to the EDGARAce website, the Services or this User Agreement more than one (1) year after such claim or cause of action arose; otherwise, you waive any right to bring such cause of action and such cause of action is permanently barred. You agree that, regardless of where you access or visit the EDGARAce website or use the Services, all issues concerning the construction, validity, interpretation and enforceability of the User Agreement shall be governed and construed in accordance with the laws of the United States and New Jersey State, without regard to any principles of conflict of laws. Any disputes that result in court action will be resolved exclusively by a state or federal court located in New Jersey, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non-conveniens. If there is a conflict between the laws of New Jersey and any other laws, the conflict will be resolved in favor of the laws of New Jersey. To the extent permitted by applicable law, all judgments or awards shall be limited to actual out-of-pocket damages (excluding attorneys’ fees) and shall not include any indirect, punitive, incidental and/or consequential damages. If a court of competent jurisdiction finds that any provision of this User Agreement is invalid or unenforceable, that provision or portion will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of the User Agreement will continue to be valid and enforceable in full force and effect..

Section 19. Notice

The communications between us is usually by electronic means, whether you access, visit or use the EDGARAce website, send us messages, or whether we post notices on the EDGARAce website or communicate with you via messaging. For contractual purposes, you (a) consent to receive communications from us in electronic form; and (b) agree that all notices, documents, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Your consent to receive communications and do business electronically and your agreement to do so apply to all of your interactions and transactions with us. You understand and agree that registering with the EDGARAce website and using the Services will result in your receiving certain communications from us, such as transactional or relationship messages regarding your account or the Services and that these communications are considered part of your account and you may not be able to opt out of receiving them without ceasing to be a registered user of the EDGARAce website.

By clicking the "I accept the terms and conditions." checkbox, you agree to the terms and conditions of this User Agreement, as it may be amended from time to time. You are advised to periodically visit this page to determine the then-current terms of this User Agreement.