miEdge™ Online Subscription Agreement Terms and Conditions
This miEdge Online Subscription
Agreement ("Agreement") is by and between IBIS, LLC, d/b/a miEdge
(hereinafter referred to as "miEdge", "us", "our"
or "we") and you (hereinafter referred to as "SUBSCRIBER",
“you” and “your”). This Agreement shall be effective as of the date of
electronic execution ("Effective Date"). Electronic execution occurs when SUBSCRIBER
indicates agreement to these Terms and Conditions by checking the box on the
Signup Page.
1. INTRODUCTION
A. Purpose. The mission of
miEdge is to provide insurance and financial professionals with the tools to
enable them to be more productive and successful. To achieve our mission, we
make services available through our website ("miEdge Site") and
mobile applications to help you learn, work, find opportunities, make
decisions, and make deals ("Services").
B. Use. SUBSCRIBER shall be
provided access to the miEdge Site and/or Services for only the information
they have subscribed to.
2. YOUR OBLIGATIONS
A. Applicable laws and this
Agreement. You must comply with all applicable laws and this Agreement, as
may be amended from time to time. As a condition to access the miEdge Site, you
agree to this Agreement and to strictly observe the following DOs and DON'Ts:
DO undertake the following:
- Comply
with all applicable laws, including, without limitation, privacy laws,
intellectual property laws, and regulatory requirements;
- Provide
accurate information to us and update it as necessary;
- Review
and comply with our Privacy Policy;
- Review
and comply with notices sent by miEdge concerning the Services; and
- Use the
Services in a professional manner.
DON'T undertake the following:
- Duplicate,
license, sublicense, publish, broadcast, transmit, distribute, perform,
display, sell, rebrand, or otherwise transfer information found on the
miEdge Site, except as permitted in this Agreement or as expressly
authorized by miEdge;
- Reverse
engineer, decompile, disassemble, decipher or otherwise attempt to derive
the source code for any underlying intellectual property used to provide
the Services, or any part thereof;
- Create
a user profile for anyone other than a natural person;
- Utilize
information, content or any data you view on and/or obtain from the miEdge
Site to provide any service that is competitive, in miEdge's sole
discretion, with the miEdge Site;
- Imply
or state, directly or indirectly, that you are affiliated with or endorsed
by miEdge unless you have entered into a written agreement with miEdge
(this includes, but is not limited to representing yourself as an
accredited miEdge trainer if you have not been certified by miEdge as
such);
- Adapt,
modify or create derivative works based on the miEdge Site or the
technology underlying the Services;
- Rent,
lease, loan, trade, sell/re-sell access to the miEdge Site or any
information therein, or the equivalent, in whole or part;
- Use
manual or automated software, devices, script robots, or other means or
processes to access, "scrape," "crawl" or
"spider" any data, web pages, or other services contained in the
site;
- Engage
in "framing," "mirroring," or otherwise simulating the
appearance or function of the miEdge Site;
- Attempt
to or actually access the miEdge Site by any means other than through the
interfaces provided by miEdge;
- Attempt
to or actually override any security component included in or underlying
the miEdge Site;
- Engage
in any action that directly or indirectly interferes with the proper
working of or places an unreasonable load on our infrastructure, including
but not limited to unsolicited communications to other users or miEdge
personnel, attempts to gain unauthorized access, or transmission or
activation of computer viruses;
- Remove
any copyright, trademark or other proprietary rights notices contained in
or on the miEdge Site or any exports therefrom, including those of miEdge
and any of its licensors;
- Remove,
cover or otherwise obscure any form of advertisement included on the
miEdge Site;
- Interfere
with or disrupt the miEdge Site, including but not limited to any servers
or networks connected to the miEdge Site;
- Use or
attempt to use another's account without authorization from miEdge; and
- Infringe
or use miEdge's brand, logos and/or trademarks, including, without
limitation, using the word "miEdge" in any business name, email,
or URL or including miEdge's trademarks and logos except as expressly
permitted by miEdge.
B. License and warranty for your
submissions to miEdge. Any information you submit to us is at your own risk
of loss. By providing information to us, you represent and warrant that you are
entitled to submit the information and that the information is accurate, not
confidential, and not in violation of any contractual restrictions or other
third party rights. It is your responsibility to keep your miEdge profile
information accurate and updated.
C. Service Eligibility. To
be eligible to use the Service, SUBSCRIBER must meet the following criteria and
represent and warrant that they: (1) are 18 years of age or older; (2) are not
currently restricted from the Services, or not otherwise prohibited from having
a miEdge account, (3) are not a competitor of miEdge or are not using the
Services for reasons that are in competition with miEdge; and (4) will only
maintain one miEdge account at any given time.
Each party hereby represents and
warrants to the other that: (1) entering into this Agreement will not violate
any other agreement to which it is a party; (2) will not violate any rights of
the other party, including intellectual property rights such as patent,
copyright or trademark rights; and (3) agrees to provide at its cost all
equipment, software, and internet access necessary with respect to such party's
use of the Services.
D. Sign-In Credentials. SUBSCRIBER
agrees that they shall: (1) keep their passwords secure and confidential; (2) not
permit others to use their account; (3) refrain from using other Users'
accounts; and (4) refrain from selling, trading, or otherwise transferring
their miEdge account to another party. SUBSCRIBER shall refrain from charging
anyone for access to any portion of the miEdge Site, or any information
therein. Further, SUBSCRIBER is responsible for anything that happens through
its account until it closes down the account or proves that miEdge's account
security was compromised due to no fault of SUBSCRIBER. To close your account,
please email Customer Service at This email address is being protected from spambots. You need JavaScript enabled to view it..
E. Payment. SUBSCRIBER
agrees to pay miEdge's monthly Subscription Fee for an annual term as agreed to
when SUBSCRIBER completed the registration process and accepted these terms and
conditions by providing their Credit Card information. Monthly receipts are
provided in the Billing Portal section or can be requested at This email address is being protected from spambots. You need JavaScript enabled to view it.
.
Your annual subscription will be
renewed automatically each year unless you terminate your miEdge subscription
no more than sixty (60) days prior to the renewal date. All fees and charges are
nonrefundable and there are no full, partial, or prorated refunds or credits
for partially used periods unless miEdge terminates your subscription as set
forth in Section 7.A. If you choose to purchase additional products or services
from miEdge as part of your subscription, those additional products or services
will become part of your annual term and shall be renewed automatically with
your subscription unless terminated as above.
F. Notify us of acts contrary to
the Agreement. If you believe that you are entitled or obligated to act
contrary to this Agreement under any mandatory law, you agree to provide us
with detailed and substantiated explanation of your reasons in writing at least
thirty (30) days before you act contrary to this Agreement, to allow us to
assess whether we may, at our sole discretion, provide an alternative remedy
for the situation, though we are under no obligation to do so.
G. Notifications and Service
Messages. For purposes of service messages and notices about the Services
to you, notice shall consist of an email from miEdge to the email address
associated with your account, even if we have other contact information. You
also agree that miEdge may communicate with you through your miEdge account or
through other means including email, mobile number, telephone, or delivery
services including the US Postal Service about your miEdge account or services
associated with miEdge. You acknowledge and agree that we shall have no
liability associated with or arising from your failure to maintain accurate
contact or other information, including, but not limited to, your failure to
receive critical information about the Service.
H. Mobile Services. miEdge
may offer the Services through mobile applications. If SUBSCRIBER uses the
Services through a mobile device, they agree that information about the use of
the Services through the mobile device may be communicated to us, including but
not limited to the SUBSCRIBER's: mobile Partner, mobile device, or physical
location. In addition, use of the Services through a mobile device may cause
data to be displayed on and through your mobile device. In the event SUBSCRIBER
changes or deactivates their mobile account, they must promptly update their
miEdge account information to ensure that messages are not sent to the person
that acquires the old number and failure to do so is SUBSCRIBER's
responsibility. SUBSCRIBER is responsible for all charges and necessary
permissions related to accessing the miEdge Site through a mobile access
provider.
I. Third Party Pass-Through Terms of Service. miEdge may offer
services from third party companies. In some cases, those third parties require
miEdge SUBSCRIBERS to comply with their terms and conditions. miEdge offers
services from Google Maps/Google Earth. miEdge SUBSCRIBERS are bound by Google
Maps/Google Earth Additional Terms of Service (including
the Google Privacy Policy).
J. Privacy. SUBSCRIBERS should
carefully read our full Privacy Policy before deciding to become a SUBSCRIBER
as it governs our treatment of any information, including personally
identifiable information you submit to us. Please note that certain
information, statements, data and content which SUBSCRIBERS may submit to
miEdge may reveal gender, ethnic origin, nationality, age, religion and/or
sexual orientation, and/or other personal information about the SUBSCRIBER. You
acknowledge that submission of any information, statements, data, and content
to us is voluntary.
K. Indemnification. You
expressly agree to indemnify us and hold us harmless for all damages, losses
and costs (including, but not limited to, reasonable attorneys' fees and costs)
related to all third party claims, charges, and investigations, caused by your
acts including, without limitation, (1) your failure to comply with this
Agreement, including, without limitation, your submission of content that
violates third party rights or applicable laws, (2) any content you submit to
the Services, (3) any activity in which you engage on, by or through the miEdge
Site, (4) your use of any data provided by miEdge, and (5) any claim by any
governmental entity for unpaid taxes or fees in any way related to your
subscription with miEdge.
miEdge agrees to indemnify
SUBSCRIBER and hold SUBSCRIBER harmless for all damages, losses and costs
(including, but not limited to, reasonable attorneys' fees and costs) related
to all third party claims, charges and investigations, caused by miEdge's acts
including, without limitation: (1) failure to comply with this Agreement; (2)
the provision of content through the miEdge Site or Services which violates the
rights of any third party or applicable laws, including, identity theft arising
from or relating to a breach of the miEdge Site.
3. YOUR RIGHTS
On the condition that you comply
with all your obligations under this Agreement, we grant you a limited,
revocable, nonexclusive, nonassignable, nonsublicenseable right to access
information, through a generally available web browser or mobile device or application,
view information, and use the Services that we provide on the miEdge Site and
in accordance with this Agreement. Any other use of the miEdge Site contrary to
our mission and purpose is strictly prohibited and a violation of this
Agreement. We reserve all rights not expressly granted in this Agreement,
including, without limitation, title, ownership, intellectual property rights,
and all other rights and interest in the miEdge Site and all related items.
4. OUR RIGHTS AND OBLIGATIONS
A. Services Availability.
For as long as miEdge continues to offer the Services, miEdge shall provide and
seek to update, improve and expand the Services. As a result, we allow you to
access the miEdge Site as it may exist and be available on any given day and
have no other obligations, except as expressly stated in this Agreement. We may
modify, replace, refuse access to, suspend or discontinue the miEdge Site,
partially or entirely. In the event access is refused or the miEdge Site is
suspended or discontinued, miEdge shall provide SUBSCRIBER with a prorated
refund of its aggregated Annual Subscription Fee.
miEdge may change and modify prices
for all or part of the Services in our sole discretion once per year and shall
notify SUBSCRIBER at least sixty (60) days prior to the end of the then current
subscription term to give SUBSCRIBER time to evaluate the price change and
decide if a renewal is warranted. miEdge further reserves the right to
withhold, remove and or discard any content available as part of your account, with
or without notice if deemed by miEdge to be contrary to this Agreement. For
avoidance of doubt, miEdge has no obligation to store, maintain or provide you
a copy of any content that you or other SUBSCRIBERS provide when using the
Services. Any questions or issues surrounding the functionality of the miEdge
Site or application should be directed to This email address is being protected from spambots. You need JavaScript enabled to view it..
B. Third Parties. miEdge may
include links to third party web sites ("Third Party Sites") on
www.miEdge.biz and elsewhere. You are responsible for evaluating whether you
want to access or use a Third Party Site. You should review any applicable
terms and/or privacy policy of a Third Party Site before using it or sharing
any information with it, because you may give the operator permission to use
your information in ways we would not.
miEdge is not responsible for and
does not endorse any features, content, advertising, products or other
materials on or available from Third Party Sites. Accordingly, if you decide to
access Third Party Sites, you do so at your own risk and agree that that this
Agreement does not apply to your use of any Third Party Site.
Please note: If you allow a Third
Party Site to authenticate to or connect with your miEdge account, that
application or website can access information on miEdge related to you and your
connections.
C. Disclosure of SUBSCRIBER
Information. You acknowledge, consent and agree that we may access,
preserve, and disclose your registration and any other information you provide
if required to do so by law or in a good faith belief that such access
preservation or disclosure is reasonably necessary in our opinion to: (1)
comply with legal process, including but not limited to civil and criminal
subpoenas, court orders or other compulsory disclosures; (2) enforce this
Agreement; (3) respond to claims of a violation of the rights of third parties,
whether or not the third party is a user, individual, or government Partner;
(4) respond to customer service inquiries; or (5) protect the rights, property,
or personal safety of miEdge, our users or the public.
D. Equal Opportunity. The
parties hereto and their respective subcontractors shall abide by the
requirements of 41 CFR 60-300.5(a) and 60-741.5(a). These regulations prohibit
discrimination against qualified individuals on the basis of protected veteran
status or disability, and require affirmative action by covered prime
contractors and subcontractors to employ and advance in employment qualified
protected veterans and individuals with disabilities.
5. DISCLAIMER
SUBSCRIBER ACKNOWLEDGES THAT THE
DATA CONTAINED ON THE MIEDGE SITE IS DATA OBTAINED FROM THIRD PARTIES AND WILL
CONTAIN A DEGREE OF ERROR AND THAT SUBSCRIBER IS RESPONSIBLE FOR DETERMINING
THAT THE DATA CONTAINED ON THE MIEDGE SITE IS SUFFICIENTLY ACCURATE FOR SUBSCRIBER'S
PURPOSES. THE DATA CONTAINED ON THE MIEDGE SITE AND PROVIDED HEREUNDER IS
PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS AND MIEDGE DOES NOT MAKE AND HEREBY
DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED DATA,
INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS, TIMELINESS,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA.
DO NOT RELY ON THE MIEDGE SITE, ANY
INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR MIEDGE
AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS
AVAILABLE" BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
TO THE FULLEST EXTENT PERMISSIBLE
UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND
REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
MIEDGE NEITHER WARRANTS NOR
REPRESENTS THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD
PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE MIEDGE
SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO
HAVE LICENSED SUCH MATERIAL, SERVICE OR TECHNOLOGY TO US.
MIEDGE DOES NOT GUARANTEE THAT THE
SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN
FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED
DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. MIEDGE DISCLAIMS
ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN
FUNCTIONING. FURTHERMORE, MIEDGE DISCLAIMS ALL LIABILITY FOR ANY
MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE MIEDGE
SITE DUE TO DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE
SATURATION OF THE INTERNET NETWORK, SUBSCRIBER'S USE OF OUTDATED OR
INCOMPATIBLE WEB BROWSERS, AND FOR ANY OTHER REASON.
6. LIMITATION OF LIABILITY
Neither miEdge nor any of our
subsidiaries, affiliated companies, employees, shareholders, members, or
directors (hereinafter "miEdge Affiliates") shall be liable for (a)
any damages in excess of three (3) times the annual subscription fee you paid
or (b) any special, incidental, indirect, punitive or consequential damages or
loss of use, profit, revenue or data to you or any third person arising from
your use of the Service, any platform applications or any of the content or
other materials on, accessed through or downloaded from the miEdge Site. This
limitation of liability shall:
A. Apply regardless of whether (1)
you base your claim on contract, tort, statute or any other legal theory, (2)
we knew or should have known about the possibility of such damages, or (3) the
limited remedies provided in this section fail of their essential purpose; and
B. Not apply to any damage that
miEdge may cause you intentionally or knowingly in violation of this Agreement
or applicable law, or as otherwise mandated by applicable law that cannot be
disclaimed from in this Agreement.
7. TERMINATION
A. Mutual rights of termination.
You may terminate this Agreement, for any or no reason, at any time, with
notice to miEdge. This notice will be effective upon miEdge processing your
notice, said processing shall not take longer than five (5) business days. If
you terminate this Agreement, you remain responsible for payment for the
remainder of your aggregated Annual Subscription Fee as set forth in Section
2.E.
miEdge may terminate this Agreement
for any reason or no reason, at any time, with or without notice. This
cancellation shall be effective immediately or as may be specified in the
notice. Termination of your miEdge account includes disabling your access to
miEdge and may also bar you from any future use of miEdge. If miEdge terminates
this Agreement for reasons other than those set forth in Section 7.B., miEdge
will refund a prorated amount of the aggregated Annual Subscription Fee paid by
SUBSCRIBER.
B. Misuse of the Services.
miEdge may restrict, suspend or terminate the account of any SUBSCRIBER who
abuses or misuses the Services. Misuse of the Services includes, but is not
limited to, the following: creating multiple or false profiles; sharing the
username and password with others; infringing any intellectual property rights
of miEdge or any other person or entity, or any other behavior that miEdge, in
its sole discretion, deems contrary to its purpose. In the event miEdge decides
to terminate SUBSCRIBER's account, miEdge shall notify SUBSCRIBER of the misuse
of the Services and allow SUBSCRIBER ninety (90) days to rectify the situation.
Upon termination of the SUBSCRIBER account for misuse of miEdge's Services, you
remain responsible for payment for the remainder of your aggregated Annual
Subscription Fee as set forth in Section 2.E.
C. Effect of Termination.
Upon the termination of your miEdge account, you lose access to the Services.
In addition, miEdge may block access to the Services from an IP address or
range of IP addresses associated with those of terminated SUBSCRIBERS. The
terms of this Agreement shall survive any termination, except Sections 3
("Your Rights") and 4 ("Our Rights and Obligations")
hereof.
8. GENERAL TERMS
A. Severability. If any
provision of this Agreement is found by a court of competent jurisdiction or
arbitrator to be illegal, void, or unenforceable, the unenforceable provision
will be modified so as to render it enforceable and effective to the maximum
extent possible in order to effect the intention of the provision; and if a
court or arbitrator finds the modified provision invalid, illegal, void or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement will not be affected in any way.
B. Language. Where miEdge
has provided you with a translation of the English language version of this
Agreement, the Privacy Policy, and/or any other documentation, you agree that
the translation is provided for your convenience only and that the English
language versions of this Agreement, the Privacy Policy, and any other
documentation, will govern your relationship with miEdge.
C. Notices and Service of
Process. In addition to Section 2.G. ("Notifications and Service
Messages"), we may notify you via postings on www.miEdge.biz. You may
contact us via email at: This email address is being protected from spambots. You need JavaScript enabled to view it.
or via mail or courier at:
IBIS, LLC, d/b/a miEdge
ATTN: Customer Service Department
10 Corporate Drive, Suite 102
Bedford, New Hampshire 03110
Additionally, miEdge accepts
service of process at this address. Any notices that you provide without
compliance with this section shall have no legal effect.
Notices related to or required to
be provided to SUBSCRIBER under this Agreement shall be sent to address
provided by SUBSCRIBER on website.
D. Amendments to this Agreement.
We reserve the right to modify, supplement or replace the terms of the
Agreement at any time.
E. No informal waivers,
agreements or representations. Our failure to act with respect to a breach
of this Agreement by you or others does not waive our right to act with respect
to that breach or subsequent similar or other breaches, except as expressly and
specifically contemplated by this Agreement. No representations, statements,
consents, waivers or other acts or omissions by any miEdge Affiliate shall be
deemed legally binding on any miEdge Affiliate, unless documented in a physical
writing hand signed by a duly appointed officer of miEdge.
F. Governing Law and
Jurisdiction. This Agreement and performance hereunder shall be governed by
the laws of the State of New Hampshire without regard to conflicts of laws
principles of such jurisdiction. SUBSCRIBER and miEdge hereby agree that the
sole and exclusive jurisdiction and venue for any litigation arising from or
relating to this Agreement shall be an appropriate federal or state court
located in the State of New Hampshire.
G. No Injunctive Relief. In
no event shall you seek or be entitled to rescission, injunctive or other
equitable relief, or to enjoin or restrain the operation of the Service,
exploitation of any advertising or other materials issued in connection
therewith, or exploitation of the Services or any content or other material
used or displayed through the Services, and you expressly waive your rights
related to same.
H. Assignment and Delegation.
You may not assign or delegate any rights or obligations under this Agreement.
Any purported assignment and delegation shall be ineffective, invalid, and
void. We may freely assign or delegate all rights and obligations under this
Agreement, fully or partially, with ninety (90) days prior written notice to
you. We may also substitute IBIS, LLC, d/b/a miEdge for any third party that
assumes our rights and obligations under this Agreement by way of unilateral
novation, effective upon notice to you.
I. Entire Agreement. You
agree that this Agreement constitutes the entire, complete and exclusive
agreement between you and us regarding the Services and supersedes all prior
agreements and understandings, whether written or oral, or whether established
by custom, practice, policy or precedent, with respect to the subject matter of
this Agreement. You also may be subject to additional terms and conditions that
may apply when you use or purchase certain other miEdge services, third-party
content or third party software.