Please read these Edbacker.com Terms of Service (this “Agreement”) carefully. This Agreement constitutes a legally binding and enforceable contract between you, either in your individual capacity or as the entity on whose behalf you are authorized to act (in either case, “You” or “Your”), and Edbacker, LLC, a Delaware limited liability company (“Edbacker”), with respect to Your use of the website located at www.edbacker.com, all other websites owned and operated by Edbacker that redirect You to www.edbacker.com, and all subdomains of any of the foregoing websites (collectively, the “Website”), and the services owned and operated by Edbacker and made available on and through the Website (together with the Website, the “Services”).
Your use of the Services in any manner, including, without limitation, when You visit or browse the Website, register with Edbacker for use of certain of the Services, log-in to the Website or make a User Submission (as defined below), constitutes Your acceptance of, and agreement to be bound by, all of the terms and conditions set forth in this Agreement. You may not use the Services in any manner if You do not agree to the terms and conditions set forth in this Agreement.
Additional Terms and Conditions
Updates to this Agreement
Edbacker may, from time to time and in its sole discretion and without notice to You, update, change or replace (collectively, “Update”) this Agreement, in whole or in part. This Agreement, as last Updated, is located at www.edbacker.com/terms. It is Your responsibility to review this Agreement from time to time to check for Updates. Your continued use of the Services in any manner following the posting of any Update constitutes Your acceptance of, and agreement to be bound by, such Update.
Who May Use the Services
The Services are available only to individuals who are at least 18 years old. If You are an individual, You represent and warrant to Edbacker that You are at least 18 years old and of legal age to form a binding contract, and that all registration information You provide from time to time to Edbacker is accurate and complete. Edbacker may, at any time and in its sole discretion and without notice to You, change the eligibility requirements for use of the Services and/or refuse to provide any of the Services to You. The foregoing provision is void where prohibited by applicable law, and Your right to use the Services in any manner is revoked in those jurisdictions.
Access to and/or use of the Services is prohibited by Users located in countries where such access to and/or use of the Services, or any of the Content provided through the Services, is illegal. If You access and/or use the Services in such countries, You do so at your own initiative and risk and are solely responsible for compliance with all local laws.
Summary of the Services
The primary function of the Services is to provide an online funding platform for schools, school administrators and teachers throughout the United States (“Hosts”) who are hosting various educational events and activities (“Events”) to run campaigns on the Website (“Campaigns”) to raise sponsorships for such Events (“Sponsorships”) from various third-party sponsors (“Sponsors”) in exchange for providing Sponsors with certain sponsorship benefits (“Sponsorship Benefits”).
Various content, including, without limitation, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, works of authorship, software, code, scripts and other material and information (collectively, “Content”) is made available through the Services. Hosts, Sponsors and other visitors to and users of the Website (collectively, “Users”) may have the ability to contribute, add, create, upload, submit, distribute, publish, post or otherwise make accessible (collectively, "Submit") various Content through the Services (each, a “User Submission”).
Edbacker does not guarantee that any Content (including any User Submissions) will be made available through the Services. Edbacker has no obligation to monitor the Services or any Campaign or Content. Edbacker may, at any time and in its sole discretion and without notice to You: (i) cancel, reject, interrupt, remove, or suspend a Campaign; (ii) remove, edit, or modify any Content, including, without limitation, any User Submissions; and (iii) remove or block any User or any User Submission. Edbacker will have no liability whatsoever for taking any of the foregoing actions.
Edbacker may, in its sole discretion and at any time and without notice to You, change, impose limitations or restrictions on, suspend or discontinue any or all of the Services, including, but not limited to, the availability of any feature, database or Content on the Website (collectively, a “Change” to the Services). It is your responsibility to review this Agreement and the Website from time to time to check for Changes to the Services. Your continued use of the Services in any manner following the posting of any Change to the Services constitutes Your acceptance of, and agreement to be bound by, such Change.
Registration with Edbacker
You may visit and browse the Website and view certain Content without registering with Edbacker, but as a condition of using certain aspects of the Services, You may be required to register with Edbacker and create a Website account (“Account”). In registering and creating an Account, You will be required to select a unique name ("User ID") and password (“Password”). You must provide accurate and complete information when registering with Edbacker and creating an Account, and you must update such information promptly upon its inaccuracy and/or incompleteness. You shall not use as a User ID or as the name of your Event or Campaign any name or term that is: (i) the name of another person, with the intent to impersonate that person; (ii) subject to any third-party rights or restrictions, without appropriate authorization; or (iii) illegal, offensive, vulgar or obscene (as determined by Edbacker in its sole discretion). Edbacker may, at any time and in its sole discretion and without notice to You, refuse the registration of, suspend or cancel an existing User ID or Campaign name. You are solely responsible for maintaining the confidentiality of the Your Password. You are also solely responsible for all activity that occurs on or through Your Account. If You allow a third-party to use Your Account (either intentionally or as a result of Your negligence), all obligations and restrictions set forth in this Agreement with respect to Your use of Your Account and the Services will apply equally to such third-party’s use of Your Account and the Services, and You shall be solely responsible for ensuring that such third-party adheres to such obligations and restrictions and for such third-party’s failure to do so. You shall not use another User’s Account without the other User’s express authorization. You shall immediately notify Edbacker in writing if there is any unauthorized use of Your Account or other Account-related security breaches.
Restrictions on Your Use of the Services
The Services are provided to You only for Your own personal, non-commercial use (except as otherwise permitted under the section of this Agreement entitled "Terms and Conditions with Respect to Campaigns, Sponsorships and Sponsorship Benefits").
You shall not, directly or indirectly: (i) take any action that imposes or may impose (as determined by Edbacker in its sole discretion) an unreasonable or disproportionately large load on Edbacker, or its third-party providers’, infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on or through the Website (including, without limitation, Edbacker’s provision of the Services); (iii) bypass any measures Edbacker may use to prevent or restrict access to the Website (or other accounts, computer systems, or networks connected to the Website); (iv) run Maillist, Listserv, or any form of auto-responder or "spam" on or through the Website; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website; (vi) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website; (vii) modify, translate, or otherwise create derivative works of any part of the Website; (viii) copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder; or (ix) take any other action with respect to the Website (including, without limitation, any Content or trademarks, logos or branding incorporated into the Website by Edbacker) that in any way violates Edbacker’s ownership rights therein or any applicable laws.
Terms and Conditions with Respect to Campaigns, Sponsorships and Sponsorship Benefits
The Services provide, among other things, an online funding platform for Hosts to run Campaigns to raise Sponsorships for Events by offering Sponsorship Benefits to potential Sponsors in exchange for their Sponsorships.
In addition to the other terms and conditions set forth in this Agreement, all Hosts and Sponsors agree to the following:
- Hosts represent and warrant to Edbacker that they are authorized to host the Events and make all User Submissions related thereto, and that such Events will be hosted and such User Submissions made in compliance with all applicable laws (including, without limitation, all laws applicable to the privacy rights of minors).
- Hosts shall set (i) the aggregate amount of Sponsorships that they want to raise for a Campaign; (ii) the Campaign start date (provided that the start date cannot be any more than 18 months before the date on which the Event is scheduled to occur); (iii) Campaign deadline (i.e. end date); and (iv) the specific Sponsorship Benefits that they will provide to Sponsors who make Sponsorships to the Campaign.
- Sponsors shall determine the amount of Sponsorships they want to pledge to a Campaign. Sponsors shall provide their payment information to Edbacker’s third-party payment processor, PayPal (“Payment Processor”), at the time they pledge Sponsorships to a Campaign. The processing and collection of all Sponsorship payments and applicable Fees (as defined below) (collectively, “Charges”) will be conducted solely by the Payment Processor, not by Edbacker. The terms and conditions applicable to the processing and collection of such Charges, and all other aspects of the relationship between Sponsors and the Payment Processor (including, without limitation, Payment Processor’s rights and obligations with respect to Sponsors’ payment/billing information), shall be solely as agreed upon by Sponsors and the Payment Processor.
- The remittance of Charges, less all applicable Fees (collectively, “Net Sponsorship Amounts”), to Hosts will be conducted by the Payment Processor, not Edbacker. The terms and conditions applicable to the remittance of such Net Sponsorship Amounts, and all other aspects of the relationship between Hosts and the Payment Processor (including, without limitation, Hosts establishing accounts with the Payment Processor and the Payment Processor’s rights and obligations with respect to Hosts’ payment/billing information), shall be solely as agreed upon by Hosts and the Payment Processor.
- Hosts will be solely responsible for providing or delivering all Sponsorship Benefits to Sponsors. Edbacker will have no liability whatsoever with respect to a Host’s failure to provide or deliver Sponsorship Benefits to Sponsors.
- All Sponsors are subject to approval by Hosts and Edbacker prior to making Sponsorship pledges to a Campaign, which approval Hosts and/or Edbacker may withhold in its sole discretion and without reason. Neither Edbacker nor Hosts will have any liability whatsoever for withholding their approval of any Sponsor.
- Edbacker may, in its sole discretion, reject, cancel, interrupt, remove, or suspend a Campaign at any time. Edbacker will have no liability whatsoever for doing so.
- The Services are provided by Edbacker solely as an online funding platform that enables Hosts and Sponsors to enter into mutually beneficial relationships and dealings with one another. Edbacker is not in any way responsible for, does not guarantee, and shall not be liable for, any aspect of the relationships or dealings between Hosts and Sponsors and/or between Hosts or Sponsors and the Payment Processor. Without limiting the foregoing, Edbacker does not guarantee: (i) to any Host that: (a) there will be a certain number of Sponsors or certain level of Sponsorship pledges for any particular Campaign, or (b) any Sponsor who makes a Sponsorship pledge will actually remit the corresponding Sponsorship payment; (ii) to any Sponsor that any Host will actually: (a) host the Event that is the subject of the Campaign, (b) use all or any portion of the Sponsorships raised in the Campaign to host the Event that is the subject of the Campaign, or (c) provide or deliver to Sponsor any or all Sponsorship Benefits; or (iii) to any Host or Sponsor: any aspect of Payment Processor’s processing and collection of Charges from Sponsors or remittance of Net Sponsorship Amounts to Hosts.
Edbacker is Not Responsible for Disputes Between Users
Edbacker has no obligation to become involved in any dispute between Users or between one or more Users and a third-party (including, without limitation, the Payment Processor), including, without limitation, any dispute with respect to any User Submission, Campaign, Sponsorships, Charges, Net Sponsorship Amounts, or Sponsorship Benefits. Edbacker does not in any way endorse, guarantee or oversee any aspect of any User Submission, Campaign, Sponsorships or Sponsorship Benefits.
Edbacker is not in any way responsible or liable for: (i) any aspect of the relationships, dealings or disputes between Users, or between Users and any third-parties (including, without limitation, the Payment Processor) that are in any way related to User Submissions, Campaigns, Sponsorships, Charges, Net Sponsorship Amounts, Sponsorship Benefits or any other part of the Services; or (ii) for any loss, liability, damage, cost or expense (including, without limitation, attorneys’ fees) (collectively, “Loss”) incurred or suffered by any User as a direct or indirect result of such relationships, dealings or disputes. AS A USER, YOU EXPRESSLY, UNCONDITIONALLY AND IRREVOCABLY RELEASE, WAIVE, FOREVER DISCHARGE AND COVENANT NOT TO SUE Edbacker, AND EACH OF Edbacker’s MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS AND LICENSORS, FOR ANY LOSS THAT YOU INCUR OR SUFFER AS A DIRECT OR INDIRECT RESULT OF YOUR RELATIONSHIPS, DEALINGS OR DISPUTES WITH OTHER USERS, OR WITH ANY OTHER THIRD-PARTIES (INCLUDING, WITHOUT LIMITATION, THE PAYMENT PROCESSOR), THAT ARE IN ANY WAY RELATED TO USER SUBMISSIONS, CAMPAIGNS, SPONSORSHIPS, CHARGES, NET SPONSORSHIP AMOUNTS, SPONSORSHIP BENEFITS OR ANY OTHER PART OF THE SERVICES.
Creating an Account is free; however, there are certain fees that You will be subject to based on which Services You use (collectively, the “Fees”). Edbacker has the sole right to set, and from time to time change, the type and amount of the Fees that are charged for the Services. When You use a Service that is subject to a Fee, You will have an opportunity to review and accept the Fee that You will be charged. You are responsible for paying all Fees associated with Your use of the Services. All Fees will be imposed, collected, and processed directly by the Payment Processor, not Edbacker.
The Services may permit You to link to third-party websites, including those for advertisers and other good or service providers (collectively, “Third-Party Websites”), and Third-Party Websites may contain links to the Website. Your access to and/or use of any and all Third-Party Websites is at Your own risk. You acknowledge and agree that Third-Party Websites are not under the control of Edbacker, and that Edbacker is not in any way responsible or liable for the Content, functions, accuracy, legality, appropriateness, or any other aspect of any Third-Party Website. The inclusion on any Third-Party Website of any link to the Website does not imply endorsement by or affiliation with Edbacker. You further acknowledge and agree that Edbacker shall not be in any way responsible or liable for any Loss that You incur or suffer as a result of your accessing or using any Third-Party Website, or any of the Content, goods or services made available to or purchased by You on or through such Third-Party Website.
Content, User Submissions and Licenses
You acknowledge and agree that the Services contain Content provided by Edbacker and Users, that such Content may include or constitute the trademarks, service marks, slogans, logos, domain names, works of authorship, publicity or other proprietary works of the provider thereof (i.e. Edbacker or a User, as applicable), and that You shall not take any action during or in relation to your use of the Services that is not authorized under this Agreement or that would infringe upon or violate any rights afforded to the provider under applicable law or this Agreement with respect to such Content, including, without limitation, any unauthorized distribution, commercial exploitation (by sale, license, rent or otherwise), reproduction, copying, alteration or modification.
Edbacker grants to each User a limited, worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content made available to the User through use of the Services, solely for personal, non-commercial use. Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use is prohibited without the prior written consent of Edbacker or the provider of such Content. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party rights.
By making User Submissions on the Website or otherwise through the Services, You agree to the following:
- You hereby grant to Edbacker a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable license to (and to allow others acting on its behalf to): (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit Your User Submissions, including, without limitation, all trademarks, service marks, slogans, logos, domain names, works of authorship and similar proprietary rights incorporated or included therein (collectively, “Your IP Rights”), in connection with (a) the Services, (b) Edbacker’s (and its successors' and assigns’) businesses, (c) promoting, marketing, and redistributing all or any part of the Website (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, Third-Party Websites); (ii) take whatever other action is required or deemed convenient by Edbacker in its sole discretion to perform and market the Services or any part thereof; (iii) allow Users to stream, transmit, playback, download, display, feature, distribute, collect and otherwise use Your User Submissions, and Your IP Rights, in connection with their use of the Services; and (iv) use and publish, and permit others to use and publish, Your User Submissions, and Your IP Rights, and the names, likenesses, and personal and biographical materials of You and the members of Your group or organization, in connection with the provision or marketing of the Services or any part thereof. You represent and warrant to Edbacker that You have the full authority to grant the foregoing license, and that Edbacker’s performance of all activities permitted under the foregoing license will not violate any third-party rights or applicable laws.
- You shall pay all royalties and other amounts owed to any third-parties as a result of Your User Submissions and/or Edbacker’s publishing of, or taking any other action with respect to, such User Submissions in accordance with the license You granted herein.
- You acknowledge and agree that You are publishing Your User Submissions, and You may be identified publicly by Your name or User ID in association with Your User Submissions.
- You grant to each User a non-exclusive license to access Your User Submissions through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions for personal, non-commercial use.
- You shall not make any User Submission that: (i) contains, encourages or promotes pyramid schemes, chain letters or disruptive commercial messages or advertisements, gambling, pornography, prostitution, cigarettes, firearms or unlicensed sales of products or services, including without limitation, alcohol, prescription drugs or professional services; (ii) is threatening, abusive, harassing, hate material, defamatory, libelous, deceptive, fraudulent, obscene, pornographic, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts; (iii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability or other protected characteristics; (iv) impersonates or defames any person, business or entity, including, without limitation, Edbacker; (v) is competitive to Edbacker or promotes any products or services of third-parties that are competitive to Edbacker; (vi) contains viruses, Trojan horses, works, time bombs or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network; (vii) invades, violates or infringes any rights of Edbacker, other Users or any other third-parties, including, without limitation, any patent, trademark, trade secret, copyright, publicity or other proprietary rights, contract rights or privacy rights; (viii) is false, misleading or inaccurate; or (ix) promotes, encourages or results in a violation of any applicable laws.
- Edbacker shall have the right to delete, edit, modify, reformat, excerpt, or translate any of Your User Submissions.
- Edbacker will not be in any way responsible or liable for any errors or omissions in any of Your User Submissions.
All Content that You access and/or use through the Services is at Your own risk and You will be solely responsible for any resulting Loss suffered or incurred by You or any third-party.
Digital Millennium Copyright Act Notifications
In accordance with the Digital Millennium Copyright Act (the "DMCA"), Edbacker has adopted a policy of, in appropriate circumstances, terminating the Accounts of Users that are repeat infringers of the intellectual property rights of others. Edbacker may also terminate the Account of a User based on a single infringement of such rights.
Edbacker will remove Content from the Website in accordance with the DMCA if properly notified that such Content infringes on the copyright of a third-party. If you are a third-party and believe that any Content published on the Website constitutes copyright infringement of your work, please notify Edbacker’s copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or review the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the Content that you claim is infringing is located on the Website, sufficient for Edbacker to locate the Content;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use of the Content is not authorized by the copyright owner, its agent, or applicable law; and
- a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
- If you are a User and believe that any of Your Content has been removed or disabled by mistake or misidentification, please notify Edbacker’s copyright agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or review the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
- a physical or electronic signature of the User;
- identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared on the Website before it was removed or access to it was disabled;
- a statement made under penalty of perjury that the User has a good faith belief that the Content was removed or disabled as a result of mistake or misidentification of the Content; and
- the User’s name, address, telephone number, and a statement that the User consents to the jurisdiction of the federal courts for the judicial district in which the address is located, or if the User’s address is outside of the United States, for any judicial district in which Edbacker may be found, and that the User will accept service of process from the person who provided the original infringement notification or an agent of such person.
Under the U.S. Copyright Act, any person who knowingly materially misrepresents that Content is infringing or was removed or disabled by mistake or misidentification may be subject to liability as provided therein.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Our designated copyright agent for DMCA notices is:Edbacker, LLC
Attention: Copyright Agent
4529 Monmouth Street
Fairfax, VA 22030
Edbacker may terminate Your Account, delete any of Your User Submissions and/or prohibit You from using or accessing the Services or any portion thereof for any reason (including, without limitation, Your breach of this Agreement), at any time and without notice to You.
If You wish to terminate Your Account, You may do so at any time by following the instructions on the Website. All Charges incurred by You prior to termination are non-refundable.
The termination of Your Account will terminate this Agreement except with respect to those provisions herein which by their nature should survive termination (including, without limitation, those provisions with respect to warranty disclaimers, indemnification obligations, limitations on liability, releases, choice of law and jurisdiction, and miscellaneous provisions) (collectively, the “Surviving Provisions”), which provisions shall survive such termination in perpetuity.
Edbacker HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. YOU ACKNOWLEDGE THAT Edbacker HAS NO DUTY TO TAKE ANY ACTION REGARDING ANY OF THE FOLLOWING: (I) WHICH USERS ACCESS AND/OR USE THE SERVICES; (II) WHAT CONTENT USERS ACCESS AND/OR USE THROUGH THE SERVICES; (III) WHAT EFFECTS THE CONTENT MAY HAVE ON USERS; (IV) HOW USERS MAY INTERPRET OR USE THE CONTENT; OR (V) WHAT ACTIONS USERS MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT. YOU HEREBY EXPRESSLY, UNCONDITIONALLY AND IRREVOCABLY RELEASE, WAIVE, FOREVER DISCHARGE AND COVENANT NOT TO SUE Edbacker, AND EACH OF Edbacker’s MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS AND LICENSORS, FROM ALL LOSS INCURRED OR SUFFERED BY YOU AS A DIRECT OR INDIRECT RESULT OF ACCESSING AND/OR USING CONTENT THROUGH THE WEBSITE. THE WEBSITE MAY CONTAIN, OR DIRECT YOU TO THIRD-PARTY WEBSITES CONTAINING, CONTENT THAT YOU MAY FIND OFFENSIVE OR INAPPROPRIATE. Edbacker MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING ANY SUCH CONTENT AND SHALL NOT BE LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF ANY SUCH CONTENT.
THE SERVICES ARE PROVIDED BY Edbacker "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY Edbacker. Edbacker DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES ARE SOLELY AT YOUR OWN RISK.
You shall defend, indemnify and hold harmless Edbacker, and each of Edbacker’s members, employees, contractors, agents and licensors, against any Loss incurred or suffered by any or all of them as a direct or indirect result of (i) your relationships, dealings or disputes with other Users or with any third-parties (including, without limitation, the Payment Processor or any owners or operators of Third-Party Websites), or (ii) Your breach of this Agreement. Edbacker reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with Edbacker in asserting any available defenses.
Limitations on Liability
IN NO EVENT SHALL Edbacker OR ANY OF ITS MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS AND LICENSORS, BE LIABLE TO YOU, WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES, FOR (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); OR (II) FOR ANY DIRECT DAMAGES TO YOU IN EXCESS OF ONE HUNDRED U.S. DOLLARS (US$ 100). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Electronic Communications and Notices
By using the Services, You consent to receive all communications from Edbacker (including notices, agreements, legally required disclosures and other information provided by Edbacker regarding the Services) electronically. Edbacker may provide such electronic communications by posting them on the Website. If You desire to withdraw your consent to receive electronic communications from Edbacker, You must discontinue your use of the Services.
All notices from You to Edbacker must be in writing and delivered to Edbacker as follows:Edbacker, LLC
4529 Monmouth Street
Fairfax, VA 22030
Choice of Law and Jurisdiction
You agree that this Agreement shall be governed by and construed in accordance with the state laws of the Commonwealth of Virginia and, when applicable, the federal laws of the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Services are deemed a passive website that does not give rise to personal jurisdiction over Edbacker or its members, employees, contractors, agents or licensors, either specific or general, in any jurisdiction other than the Commonwealth of Virginia.
You agree that any action, hearing, litigation, lawsuit or other proceeding of any nature whatsoever (each, a “Proceeding”) arising out of or relating to this Agreement shall be brought in the state or, if jurisdiction can be established, federal courts located in the Commonwealth of Virginia. You irrevocably submit to the exclusive jurisdiction of each such court in any such Proceeding, waive any objection You may now or hereafter have to venue or to convenience of forum, agree that all claims in respect of such Proceeding shall be heard and determined only in any such court, and agree not to bring any Proceeding arising out of or relating to this Agreement in any other court. YOU KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE YOUR RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. In any Proceeding to enforce this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys' fees.
Edbacker shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Edbacker’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. This Agreement is personal to You and may not be, in whole or in part, assigned, transferred, or sublicensed by You except with Edbacker’s prior written consent (which consent Edbacker may withhold in its sole discretion). Edbacker may assign, transfer, or delegate any of its rights and obligations hereunder without Your consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. No waiver of any provision of this Agreement will be effective against Edbacker unless in writing and signed by an authorized representative of Edbacker. Any such waiver by Edbacker will not be construed as a subsequent waiver of the same provision or a waiver of any other provision unless otherwise expressly set forth in the written waiver. This Agreement (including all terms and conditions expressly set forth herein or expressly incorporated herein by reference) constitutes the entire understanding and agreement between You and Edbacker with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Edbacker with respect to the subject matter hereof. If any provision in this Agreement is held invalid, illegal or unenforceable by a court or regulatory body of competent jurisdiction, such provision will be construed, limited or, if necessary, severed from this Agreement to the extent necessary to eliminate such invalidity, illegality or unenforceability, and all remaining provisions in this Agreement will remain in full force and effect.