Welcome to Edifix! By using Edifix® by Atypon Systems LLC (“Atypon”), you agree to the following conditions. Please read them carefully.
Last updated February 4, 2021
THIS EDIFIX® ONLINE SERVICE AGREEMENT ("AGREEMENT") GOVERNS CUSTOMER'S ONLINE ACCESS TO AND USE OF THE EDIFIX® SERVICE (DEFINED BELOW). "CUSTOMER" MEANS THE PERSON OR ENTITY THAT REGISTERS TO PURCHASE THE EDIFIX® SERVICE.
IF A PERSON ENTERS INTO THIS AGREEMENT ON BEHALF OF CUSTOMER THAT IS A COMPANY OR OTHER LEGAL ENTITY, SUCH PERSON REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.
UPON ACCEPTANCE, THIS AGREEMENT IS AN EFFECTIVE AND BINDING CONTRACT BETWEEN ATYPON, THE PROVIDER OF THE EDIFIX SERVICE, AND CUSTOMER. CUSTOMER ACCEPTS THIS AGREEMENT: (A) BY CLICKING A BOX INDICATING ACCEPTANCE OR (B) BY USING THE EDIFIX SERVICE (OTHER THAN UNDER A SEPARATE AND SIGNED AGREEMENT WITH ATYPON).
IF ACCEPTANCE OF THIS AGREEMENT IS NOT AUTHORIZED, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE EDIFIX SERVICE.
Definitions . The following definitions (and additional definitions provided elsewhere in this Agreement) will apply:
"Customer Data" means text data provided or submitted by Customer to Edifix in the course of utilizing the Edifix Service.
"Edifix API" means Atypon’s programming interface (“API”) for third party applications to programmatically access and interact with the Edifix Service for the purpose of integrating Edifix Data Enhancements into a third party application, including but not limited to, any access code, authentication keys or similar mechanisms to enable access of the APIs.
"Edifix Data Enhancements" means each of the text corrections, modifications, enhancements, or other changes to Customer Data, including Edifix XML Tags, made by the Edifix Service.
"Edifix Service" means Atypon's online citation and data enhancement service under the Edifix® brand, as described in applicable documentation on the Edifix Website from time to time.
"Edifix Website" means Atypon's website for the Edifix Service.
"Edifix XML Tags" means each of the XML Tags that Edifix embeds in Customer Data, as part of the Edifix Data Enhancements.
"Enhanced Customer Data" means Customer Data returned from the Edifix Service that has been modified, enhanced, corrected, or otherwise altered by the Edifix Service by means of Edifix Data Enhancements.
"Atypon Informational Content" means any Atypon-supplied informational text, audio, video, graphics and other information and data available by Atypon, with regard to the Edifix Service, its contents, use and other related topics, as available from Atypon from time to time. Atypon Informational Content includes content on the Edifix Website, including within the Edifix Service, as for example help functions, downloaded documentation, and other forms of information supplied by Atypon.
"Reference" means a reference in which the substantive text of Customer Data has been tagged by Edifix with Edifix XML Tags or changed by Edifix Data Enhancements.
"Term" means the term of this Agreement as specified in Section 18.
Subject to the terms and conditions of this Agreement, including purchase, by means of the Edifix Website, of one or more subscriptions ("Subscriptions") to the Edifix Service, Atypon grants Customer a license to access and use the Edifix Service via the Internet in accordance with such Subscriptions.
Under this Agreement, Customer may obtain access for a single user ("User") with one (1) username and password. If Customer seeks a multi-user license, Customer should contract Atypon. The User must be Customer's employee, contractor or agent, provided that if the Customer is an individual, the User may be the Customer.
Subject to the terms of this Agreement, Customer is permitted to use the Edifix Service, under purchased Subscriptions, for editing text, including editing its own work product and providing text preparation or editing services to third parties. The Edifix Service will allow the Customer to provide Customer Data to the Edifix Service and obtain thereby Enhanced Customer Data, including Edifix Data Enhancements.
Use of Access to the Edifix Service
In connection with Customer's exercise of the licensed access to the Edifix Service permitted herein, Customer is licensed, during the Term, to download, use internally, and replicate internally Atypon Informational Content.
Customer agrees to keep Atypon Informational Content confidential and to use Atypon Informational Content solely for guidance in use of the Edifix Service for the purposes of Customer's operations under this Agreement.
Customer may access the Edifix Service through the Edifix Website, or from a third-party application that is licensed to use the Edifix API. If Customer uses an application that accesses the Edifix Service with the Edifix API, Customer is required to obtain operational support on such third-party application from the licensor of the application. For the avoidance of doubt, Atypon shall provide support on the customer’s payment account and Edifix Data Enhancements returned to the Customer from the Edifix API, but the Customer shall seek all other assistance with respect to the Edifix API from the appropriate third-party in relation to providing operational support for the integration into their application.
In connection with this Agreement, Customer agrees to provide Atypon, by filling in forms on the Edifix Website, with billing and contact information as Atypon may reasonably require, including Customer's legal company name, street address, email address, and name and telephone number of an authorized contact, as well as the User's name, username, and password.
Customer agrees to keep such information up-to-date, and to make any required change promptly, by means of the Edifix Website.
Responsibility for Use
Customer is responsible for all activities and all use that occur under Customer's accounts, including all charges incurred in Customer's account by the assigned User. Use of the current assigned username and password will be deemed use by the User for which Customer is responsible.
Customer is responsible for maintaining the security and confidentiality of the User username and password. Customer agrees to notify Atypon immediately of any unauthorized use of any Edifix Service username or password or account or any other known or suspected breach of security or misuse of the Edifix Service. Notification should be made by email at email@example.com.
Appropriate Use of the Edifix Service
Customer agrees not to submit to the Edifix Service any material that is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively "Objectionable Matter"). In addition, Inera may, at its option, adopt rules for permitted and appropriate use and may update them from time to time on the Edifix Website. Customer and User will be bound by any such rules. Atypon reserves the right to remove and erase any Customer Data that constitutes Objectionable Matter or violates any Atypon rules regarding appropriate use, but is not obligated to do so. Customer and Customer's User will comply with all applicable laws regarding Customer Data, use of the Edifix Service and the Atypon Information Content, including laws involving private data and any applicable export controls. Atypon reserves the right to terminate this Agreement for cause in case the Customer materially breaches the provisions of this Section.
Atypon reserves the right to suspend or terminate immediately any Customer or User account or activity that is disrupting or causing harm to any computer, systems, or infrastructure owned, leased, or operated by Atypon, or to other parties.
Restrictions on Use of the Edifix Service
Customer agrees not to reverse engineer the Edifix Service or its software or other technology. Customer will not use or access the Edifix Service or use the Edifix Data Enhancements to: (a) build a competitive product or service, (b) make or have made a product using similar ideas, features, functions or graphics of the Edifix Service, (c) except as expressly permitted herein with regard to text editing use, make any database, data collection or any derivative works based upon the Edifix Service or the Atypon Informational Content or (d) copy any features, functions or graphics of the Edifix Service or the Atypon Informational Content.
Use, access to, resale, distribution, or exploitation of the Edifix Service and/or the Atypon Informational Content or Enhanced Customer Data except as expressly permitted in this Agreement is prohibited.
Customer will ensure that the User is aware of and complies with these requirements.
Fees and Payment
Subscriptions to the Edifix Service are provided in accordance with quantity and payment information (each a "Payment Plan"), as issued from time to time from Atypon on the Edifix Website.
Payment for the Edifix Service is due in advance in accordance with the applicable Payment Plan, as selected by Customer online, and Customer agrees to pay such amounts by means of a valid credit card or debit card ("Payment Card").
Customer authorizes Atypon to debit Customer's Payment Card for the applicable amount as soon as any fee or charge accrues under this Agreement. Customer is obligated to provide Atypon with valid and updated Payment Card information.
Customer's account will be considered delinquent (in arrears) if payment in full is not received by the due date or if the Payment Card, as identified by Customer, is rejected. In addition to other applicable remedies, Atypon reserves the right to suspend and/or terminate Customer's access to the Edifix Service and/or terminate this Agreement, if Customer's account becomes delinquent.
Delinquent payments are subject to interest of one and one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys' fees and court costs.
Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be responsible for payment of all such amounts. All amounts are payable in U.S. dollars. All amounts paid or payable to Atypon hereunder are non-refundable, except as expressly provided herein.
Customer may sign up for a free Trial Account, as offered from time to time from Atypon on the Edifix Website. Each customer is granted only one free Trial. Any attempt by a Customer or User to sign up for more than one Trial Account will result in the suspension of service for all accounts registered by the Customer. Unused references in a Trial Account expire 30 days after the trial period is started.
All Customer Data submitted by Customer to Atypon, whether posted by Customer or by User, will remain the sole property of Customer to the full extent provided by law.
General Data Protection Regulation (GDPR) Compliance
Contact Atypon at firstname.lastname@example.org, if you have concerns regarding your personal data, or wish to exercise any of your rights under the GDPR.
As between the parties, the Edifix Data Enhancements shall be deemed the property of Atypon and its suppliers, subject to the licenses granted to Customer with regard to the Edifix Data Enhancements. Atypon and its suppliers retain all rights in the Edifix Service and Atypon Informational Content.
This Agreement grants no ownership rights to Customer. No license is granted to Customer except as to access to and use of the Edifix Service and the Edifix Data Enhancements as expressly stated herein.
Except as required herein with regard to required branding, the Atypon name, the Atypon logo, and the product names and logos associated with the Edifix Service are trademarks of Atypon or third parties, and they may not be used without Atypon's prior written consent.
Customer shall use current best practices (both with respect to logical and physical protections) to prevent or detect breaches, only where applicable, to Atypon data or information or the and shall have safeguards in place to prevent unauthorized access to such data. Such measures are subject to the prior written approval of Atypon. If Customer becomes aware of any actual or suspected unauthorized disclosure of personal data or breach of security, Customer shall: (a) notify Atypon without undue delay and within no more than 48 hours; (b) take all actions necessary to protect Atypon data or information from unauthorized use or access; and (c) shall correct its security system. Customer shall coordinate any computer forensics investigations with Atypon, including but not limited to any data/log collection activities required as part of the incident response process, and shall provide Atypon sufficient details required to comply with any applicable regulatory compliance obligations. Customer shall cooperate with Atypon to investigate, mitigate, rectify and respond to any breach. If Customer is responsible for any data security incident that requires notification to customers or data subjects, Customer must pay for such notification, and any remediation requirements including but not limited to credit monitoring.
Any data deemed sensitive or ‘Personal Data’ under GDPR or equivalent regulation shall be encrypted in transit and at rest. If Customer stores, processes or transmits branded credit cards, Customer represents and warrants that it observes and complies with the Payment Card Industry Data Security Standard (also known as PCI DSS). Customer shall provide an Attestation of Compliance or a Self-Assessment Questionnaire in accordance with Customer’s merchant level upon request.
In the event that the Customer may have access to Atypon systems and data, Customer represents and warrants that it shall comply and ensure its personnel comply with the following:
Customer personnel shall use only accounts authorized by Atypon;
Customer personnel may access only those resources for which they are specifically authorized;
All user-level system access, (ex. network login, e-mail, desktop computer, application system, etc.), must occur through a password protected account;
Customer personnel are personally responsible for safeguarding their account and log-on information;
Customer personnel are not permitted to allow another person to log-on to any computer utilizing their personal account, nor are they permitted to utilize someone else's account to log-on to a computer. Authorized system or service accounts may be used by multiple people;
Customer personnel may not leave their workstation logged onto the network while away from their area. Customer personnel may elect to lock the workstation rather than logging off when leaving for very short time periods;
Customer shall promptly notify the Atypon Information Security team by email to DL-ITGRCGroup@wiley.com, if they have any reason to suspect a breach of security. Additionally, they shall promptly report anything that they deem to be a security loophole or weakness in the computer network;
Please note that in addition to the above, if a Customer or any of the Customer’s employees require an ID badge from Atypon, are provided with Atypon equipment, or for any other reason Atypon deems appropriate, they will be required to review and sign Atypon’s Information Security – Acceptable Use Policy.
Customer agrees that monetary damages would be inadequate to compensate Atypon for any breach by Customer of the obligations in this Section. Accordingly, Customer agrees and acknowledges that any such breach or threatened breach may cause irreparable injury to Atypon and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Atypon shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Customer without the necessity of proving irreparable harm or filing a bond or both, and Customer hereby consents to the entry of such relief.
Service and Support . For assistance in use of the Edifix Service, Customer should access the Atypon Informational Content found on the Edifix Website. In case of errors in Edifix Service functionality, Customer may contact Inera at email@example.com for email support. Trial users are not eligible for support.
Professional Services; Multi-User License . If Customer is interested in purchasing professional services, including customization, or is interested in a multi-user enterprise license for Edifix, Customer may contact Atypon at firstname.lastname@example.org.
Disclaimers and Limitations
THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY ATYPON. THERE ARE NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ASSUMES RESPONSIBILITY FOR DETERMINING WHETHER THE EDIFIX SERVICE OR THE INFORMATION GENERATED THEREBY IS SUITABLE FOR CUSTOMER’S PURPOSES. ATYPON IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY CUSTOMER OR USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET.
Except with regard to Customer’s payment obligations, unlicensed use of the Edifix Data Enhancements or the Edifix Service, or with regard to breach of Sections 5 (b), 6 or 7, in no event will either party’s aggregate liability exceed the license fees due for the twelve (12) month period measured by the monthly payment obligation at the time of the event or circumstance giving rise to such claim. Except in regard to unlicensed use of the Edifix Data Enhancements or the Edifix Service or Customer breach of Sections 5 (b), 6 or 7 in no event will either party be liable for any indirect, special, incidental, consequential damages of any type or kind (including, without limitation, loss of data, revenue, profits, use or other economic advantage).
ATYPON DOES NOT WARRANT THAT USE OF THE SYSTEM WILL BE ERROR-FREE OR UNINTERRUPTED. Atypon will not be liable for any damages arising out of errors in the operation of the Edifix Service.
Indemnification . Customer shall defend, indemnify, and hold Atypon (and its officers, directors, employees and agents) harmless from and against all litigation-related costs, liabilities, and expenses (including reasonable attorney’s fees) (collectively, “Costs”) arising from any third party claim, suit, action, or proceeding by a third party (a) alleging that the Customer Data or other data or information supplied by Customer infringes the intellectual property rights or other rights of a third party or has caused harm to a third party (b) arising from Customer use or exploitation of the Edifix Service or Edifix Data Enhancements other that as licensed herein, or (c) arising out of breach of Sections 9 (Customer Data), 6 (Appropriate Use of the Service) or 7 (Restrictions).
“Confidential Information” means non-public information, technical data or know-how of a party and/or its affiliates, which is furnished to the other party in written or tangible form in connection with this Agreement that is identified as, or should reasonably be understood to be, confidential, and as to Atypon, including, but not limited to Atypon Informational Content.
Notwithstanding the foregoing, Confidential Information does not include information which is: (a) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; (b) independently developed by the receiving party; (c) publicly disclosed through no fault of the receiving party; (d) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; (e) approved for release by written agreement with the disclosing party; or (f) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will promptly inform the providing party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment.
Neither party will use the other party’s Confidential Information except as reasonably required for the performance of this Agreement or as otherwise provided for herein. Each party will hold in confidence the other party’s Confidential Information by means that are no less restrictive than those used for its own confidential materials. Each party agrees not to disclose the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. The confidentiality obligations set forth in this Section will survive for two (2) years after the termination or expiration of this Agreement.
Upon termination or expiration of this Agreement, except as otherwise agreed in writing or otherwise provided for in this Agreement, each party will, upon the request of the disclosing party, either: (a) return all of such Confidential Information of the disclosing party and all copies thereof in the receiving party’s possession or control to the disclosing party; or (b) destroy all Confidential Information and all copies thereof in the receiving party’s possession or control. The receiving party will then, at the request of the disclosing party, certify in writing that no copies have been retained by the receiving party, its employees or agents.
Term and Termination
The "Term" commences on the date that Customer agrees to this Agreement online and provides required information ("Effective Date"). Subject to payment and other requirements hereunder, Atypon will promptly process Customer's new account information and provide Customer, by the named User, with instructions to complete enrollment and begin access.
Unless otherwise terminated as provided herein, this Agreement continues in effect during all Subscriptions purchased by Customer after the Effective Date, provided that if this Agreement is updated or replaced at any time, the updated or replacement version will thereafter apply to all Subscriptions (including any renewal). New versions of this Agreement will be posted on the Edifix Website.
Under the applicable Payment Plan, as in effect from time to time, a Subscription may be purchased on monthly or yearly basis (respectively, a "Monthly Plan" or "Yearly Plan") or by purchase of blocks of References ("Block Reference Purchase") based on total numbers of References used. The terms and duration of each Subscription obtained by Customer shall be as specified by orders submitted by Customer via the Edifix Website under the applicable Pricing Plan.
Atypon reserves the right to change pricing at any time by posting changes on the Edifix Website. Pricing changes for a Yearly Plan will be effective at the end of the then current yearly subscription period. Pricing changes for a Monthly Plan will be effective at the end of the then current monthly subscription period. Pricing Changes for Block Reference Purchase will be effective for the Customer's next purchase of Reference blocks.
Block Reference Purchases expire 12 months after purchase to the extent unused. Accordingly, Customers are encouraged to use up all Block Reference Purchases before expiration. There is no refund for expired unused Block Reference Purchases.
Atypon, in its sole discretion, may suspend or terminate Customer's username and password, account, or use of the Edifix Service and/or terminate this Agreement if Customer materially breaches this Agreement and such breach has not been cured within ten (10) business days of notice of such breach.
Atypon reserves the right to discontinue the Edifix Service on no less than one (1) year's notice. Atypon reserves the right in its discretion to terminate this Agreement, any account or Subscription for any reason, provided that in the case of termination without cause by Atypon, Atypon will refund the unconsumed portion of any pre-paid Subscription hereunder.
Customer's license to access or use the Edifix Service ends on termination or expiration of this Agreement or the relevant Subscription. The following provisions will survive termination of this Agreement: definitions, Customer's accrued financial obligations, the license to Customer Data to the extent Atypon deems reasonable for Atypon's to shut down Customer's account or otherwise carry out post-termination operations, and . Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.
Notice . Atypon may give notice by means of electronic mail to Customer’s email address on record in Customer’s account or by written communication sent by first class mail or by courier service to Customer’s address on record in Customer’s account. Customer may give notice to Atypon by first class mail or courier at Atypon Systems, LLC, 5201 Great America Parkway, Suite 215, Santa Clara, CA 95054, USA. A party may, by giving notice, change its applicable address, email, or other contact information. Notice is deemed given on receipt.
Assignment . This Agreement may not be assigned by Customer without the prior written approval of Atypon. Any purported assignment in violation of this Section will be void. This agreement may be enforced by and is binding on permitted successors and assigns.
Non-Solicitation . During the Term of this Agreement and for a period of one year thereafter, Customer will not, and will ensure that its affiliates will not, directly or indirectly: (a) solicit for employment or for performance of any services any person employed by Atypon or (b) hire or engage for any services any person employed by Atypon.
Choice of Law; Jurisdiction . This Agreement will be interpreted without any construction against the drafter and in accordance with the laws of the State of New York, without regard to conflict of law rules. The state and federal courts located in New York County, New York will have exclusive jurisdiction and venue over any dispute or controversy arising from or relating to this Agreement or its subject matter.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No Agency . No joint venture, partnership, employment, or agency relationship exists between Customer and Atypon as a result of this Agreement or use of the Edifix Service.
No Waiver . The failure of Atypon to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Atypon in writing.
Force Majeure . Except for the payment by Customer and notwithstanding any other term in this Agreement, neither Party’s delay or failure to perform any provision of this Agreement due to circumstances beyond its control (including, without limitation, war; civil disorder; strike; flood; fire; storm; accident; terrorism; governmental restriction; infectious disease; epidemic; pandemic; public health emergency; embargo; power, telecommunications or Internet failures; damage to or destruction of any network facilities; the enactment of any law, executive order, or judicial decree; or any other circumstance beyond a Party’s control whether similar or dissimilar to the foregoing) (“Force Majeure”) will be deemed to be, or to give rise to, a breach of this Agreement. The Party claiming Force Majeure will provide written notice of the circumstances (where possible), and will be entitled to a reasonable extension of time for performing such obligations. Where Atypon is claiming Force Majeure, Atypon will be entitled to implement a reasonable alternative where practical under the circumstances and if its inability to perform continues for more than 30 days or it is inadvisable or commercially impractical to perform due to Force Majeure, Atypon may terminate the Agreement without penalty or charge, on written notice, and Atypon’s performance will be fully excused.
U.S. Government Users . The Service is a "Commercial Item," as that term is defined at 48 CFR §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 CFR §12.212 or 48 CFR §227.7202, as applicable. Consistent with 48 CFR §,12.212 and 48 CFR §§227.7202-1 through 227.7202-4, as applicable, the Service is being provided to U.S. Government end users (1) only as a Commercial Item, and (2) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
Publicity . Atypon will have the right to refer to Customer on its websites and marketing materials, and for such purpose may use Customer’s name and logo, subject to Customer’s written approval, not to be unreasonably withheld.
Counterparts . This agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. The parties also consent to execution and delivery of the Agreement electronically. An electronic signature will be given the same legal force as a handwritten signature.
Entire Agreement. This Agreement, together with the attached Schedule(s), comprises the entire agreement between Customer and Atypon and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each party.