Last updated September 20, 2016
Welcome to Edifix! By using Edifix® by Inera Incorporated, you agree to the following conditions. Please read them carefully.
Edifix or portions thereof are protected by the following United States Patent: 9,430,451
Last Updated: September 11, 2017
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 INERA INCORPORATED ("INERA"), 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 INERA).
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 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 Inera'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 Inera'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.
"Inera Informational Content" means any Inera-supplied informational text, audio, video, graphics and other information and data available by Inera, with regard to the Edifix Service, its contents, use and other related topics, as available from Inera from time to time. Inera 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 Inera.
"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 15.
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, Inera 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 Inera. 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 Inera Informational Content.
Customer agrees to keep Inera Informational Content confidential and to use Inera Informational Content solely for guidance in use of the Edifix Service for the purposes of Customer's operations under this Agreement.
In connection with this Agreement, Customer agrees to provide Inera, by filling in forms on the Edifix Website, with billing and contact information as Inera 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 Inera 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 firstname.lastname@example.org.
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 Inera 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 Inera 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 Inera 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, Inera 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 Inera 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 Inera 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 Inera, whether posted by Customer or by User, will remain the sole property of Customer to the full extent provided by law.
Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data. Inera will not use the Customer Data for any purpose other than to provide the Edifix Service to Customer and for statistical, analysis, and operational purposes, including system tuning and system optimization or improvement. Inera may also aggregate anonymous statistical data regarding use and functioning of its system. Such aggregated and/or statistical data will be the sole property of Inera.
Subject to the terms and conditions of this Agreement, Customer grants to Inera a non-exclusive license to use, copy, store, transmit and display Customer Data to the extent reasonably necessary to provide, maintain and improve the Edifix Service.
As between the parties, the Edifix Data Enhancements shall be deemed the property of Inera and its suppliers, subject to the licenses granted to Customer with regard to the Edifix Data Enhancements. Inera and its suppliers retain all rights in the Edifix Service and Inera 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 Inera name, the Inera logo, and the product names and logos associated with the Edifix Service are trademarks of Inera or third parties, and they may not be used without Inera's prior written consent.
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 Inera Informational Content or (d) copy any features, functions or graphics of the Edifix Service or the Inera Informational Content.
Use, access to, resale, distribution, or exploitation of the Edifix Service and/or the Inera 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.
Service and Support . For assistance in use of the Edifix Service, Customer should access the Inera 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 Inera at firstname.lastname@example.org.
Disclaimers and Limitations
THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY INERA. 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. INERA IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY CUSTOMER OR USER OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET.
INERA DOES NOT WARRANT THAT ACCESS TO OR USE OF THE EDIFIX SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. Inera shall not be liable for any damages arising out of errors in the operation of the Edifix Service.
In no event will Inera's aggregate liability exceed the subscription fees paid by Customer during the twelve (12) month period preceding the event or circumstance giving rise to such claim. In no event will Inera 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). SOME STATES MAY NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
Indemnification . Customer agrees defend, indemnify, and hold Inera (and its officers, directors, employees and agents) harmless from and against all Costs arising out of or in connection with a 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 this Agreement by Customer or its User.
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, Inera 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.
Inera 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.
Inera, 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.
Inera reserves the right to discontinue the Edifix Service on no less than one (1) year's notice. Inera 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 Inera, Inera 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 Inera deems reasonable for Inera's to shut down Customer's account or otherwise carry out post-termination operations, and the following Sections and paragraphs: 6.5, 8, 9, 13, 14, 15.8, 17, 19 and (as applicable) 20.
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. Inera reserves the right to remove and erase any Customer Data that constitutes Objectionable Matter or violates any Inera 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 Inera Information Content, including laws involving private data and any applicable export controls. Inera reserves the right to terminate this Agreement for cause in case the Customer materially breaches the provisions of this Section.
Inera 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 Inera, or to other parties.
Notice . Inera 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. Such notice will be deemed to have been given upon the expiration of thirty-six (36) hours after mailing (if sent by first class mail) or sending by courier or twelve (12) hours after sending (if sent by email), or, if earlier, when received. Customer may give notice to Inera by first class mail or courier at Inera Incorporated, 19 Flett Road, Belmont, MA, 02478, USA. Customer may change, via the Edifix Website, its applicable address, email, or other contact information and its Payment Card information.
Assignment . This Agreement may not be assigned by Customer without the prior written approval of Inera but may be assigned by Inera to (a) a parent or subsidiary, (b) an acquirer of all or substantially all of Inera's assets involved in the operations relevant to this Agreement, or (c) a successor by merger or other combination. 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 (1) 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 Inera or (b) hire or engage for any services any person employed by Inera.
Choice of Law; Jurisdiction . This Agreement will be interpreted in accordance with the laws of the Commonwealth of Massachusetts and applicable US federal law. The state and federal courts located in the city of Boston, Massachusetts will have exclusive jurisdiction and venue over any dispute or controversy arising from or relating to this Agreement or its subject matter, and both parties submit to such jurisdiction.
Changes. Inera reserves the right to make changes and updates to the functionality and/or documentation of the Edifix Service from time to time.
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 Inera as a result of this Agreement or use of the Edifix Service.
No Waiver . The failure of Inera 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 Inera in writing.
Force Majeure . Except for the payment by Customer, if the performance of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of such party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
U.S. Government User . The Edifix 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 Edifix Service is being provided to U.S. Government end users (a) only as a Commercial Item, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
Publicity . Inera 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. Execution by fax is permitted.
Entire Agreement. This Agreement, together with applicable Subscriptions comprises the entire agreement between Customer and Inera 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.