Terms of Service

DISCLAIMER: THESE TERMS OF SERVICE REPLACE THE PREVIOUSLY TITLED “TERMS OF USE,” WHICH MAY HAVE BEEN REFERENCED IN YOUR EARLIER PURCHASE ORDER, AND ARE EFFECTIVE IMMEDIATELY.

Globaledit

TERMS OF SERVICE

These Terms of Service (the “Terms”), together with all associated Globaledit Purchase Orders (and together with the Terms, the “Agreement”), govern your use of the Globaledit software-as-a-service product(s) identified on a Globaledit Purchase Order (the “Product” or “SaaS Product”), as well as any services (“Services”) provided by Globaledit. You agree, on your own behalf and on behalf of the company or other entity on whose behalf you are accepting these Terms (collectively, the “Subscriber”), to be legally bound by these terms. BY CLICKING ACCEPT, OR BY REGISTERING FOR OR USING THE SAAS PRODUCT, YOU ARE AGREEING (1) TO BE BOUND BY THIS AGREEMENT; (2) THAT THE PERSON ACCEPTING THESE TERMS HAS THE AUTHORITY TO DO SO, EITHER INDIVIDUALLY OR AS AN AGENT OR REPRESENTATIVE ON BEHALF OF SUBSCRIBER; (3) THAT SUCH PERSON HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS AND BY GLOBALEDIT’S PRIVACY POLICY (https://www.globaledit.com/privacy-policy/); AND (4) THAT SUCH PERSON HAS READ AND UNDERSTOOD AND ACCEPTS THESE TERMS WITHOUT ALTERATION ON BEHALF OF THE SUBSCRIBER. If you do not accept these Terms, Subscriber may not access or use the SaaS Product. These Terms are effective on the earlier of the date Subscriber indicates agreement below or the date the Subscriber registers and begins use of the SaaS Product (the “Effective Date”).

Globaledit may change, modify, add or remove portions of these Terms (each, an “Update”) from time to time without prior notice, and such Updates will be effective immediately, so we encourage Subscriber to frequently review these Terms. If Globaledit makes an Update, Globaledit will change the “Last Updated” date above. Subscriber’s continued use of the SaaS Product confirms Subscriber’s acceptance of the Update. If Subscriber does not agree to the updated Terms, Subscriber must discontinue using the SaaS Product. Globaledit may change, modify, add or remove portions or features of the SaaS Product from time to time, in our sole discretion.

Access and Use.

1. Access to SaaS Product. Subject to Subscriber’s compliance with the Agreement, Globaledit grants to Subscriber a nonexclusive, limited, nontransferable right for Authorized Users to access and use the SaaS Product solely for the permitted purposes described in this paragraph, and in accordance with all applicable Laws. “Authorized User” means an employee, agent or representative of Subscriber who has been authorized by Subscriber to use the SaaS Product. “Laws” include all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority in any territory that has jurisdiction over the parties, whether in effect as of the Effective Date or later come into effect. Subscriber shall be granted an administrative account, which shall allow the registration of Authorized Users. Subscriber shall also be permitted to generate guest or other third-party user access links for third parties to view limited content. Authorized Users may access and use the SaaS Product for internal business purposes only. Subscriber remains solely responsible for ensuring all Authorized Users and any third-party invitees adhere to the terms of the Agreement.
2. Documentation. During the Term, Subscriber may copy and use any technical documentation or user guides or manuals (“Documentation”) solely in connection with the Subscriber’s use of the SaaS Product under the Agreement.
3. License to Subscriber Content. Subscriber grants Globaledit a non-exclusive, non-transferable, royalty-free, perpetual, worldwide, license to use, copy, modify, translate, transmit, monitor, retrieve, store, create derivative works from, distribute and display all data, information, images, photographs, videos, data, text, information, content or other materials that Subscriber or its Authorized Users store, process, or otherwise transmit into using the SaaS Product, including any metadata on the foregoing (“Subscriber Content”). Globaledit may also use Subscriber Content for its business purposes, including, but not limited to, the identification of trends and the formulation of statistics and analytics, and may disclose the same, provided that in connection with such use or disclosure, (i) such data and information are aggregated and do not identify individuals or Subscriber, and (ii) such data and information are not identifiable as originating from Subscriber.
4. Subscriber Content Representation and Warranty. Subscriber represents and warrants to Globaledit that Subscriber (i) has all rights and consents necessary for Subscriber and Authorized Users to transmit, upload or otherwise disclose all Subscriber Content to Globaledit, and that Subscriber Content does not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights of privacy or publicity; (ii) Subscriber has sufficient rights in the Subscriber Content to grant the license to Globaledit herein; (iii) Subscriber’s use of Subscriber Content complies with all applicable Laws; and (iv) Subscriber Content does not contain indecent, obscene, libelous or defamatory material.
5. System and Usage Data. Globaledit may monitor any and all use of the SaaS Product by Subscriber and its Authorized Users, including any third-party invitees. Globaledit may gather Subscriber system and usage data for the purpose of optimizing the SaaS Product as well as enforcing the terms of the Agreement. This information includes, but is not limited to, data regarding memory usage, connection speed and efficiency.
6. Restrictions on Use. Subscriber’s use of the SaaS Product will be subject to any usage limitations set forth on the Globaledit Purchase Order. Subscriber shall not use, or allow others including without limitation any Authorized Users to use, the SaaS Product in any manner other than as expressly allowed in the Agreement. Subscriber may not (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the SaaS Product or its structural framework, (ii) sublicense, subcontract, translate, license or grant any rights to the SaaS Product (including without limitation allowing any distribution or sublicense of the SaaS Product or other access to the SaaS Product by any person or entity that is not an Authorized User, or processing Subscriber Content using the SaaS Product on behalf of third parties or any affiliated entities), (iii) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the SaaS Product, (iv) harvest or collect information about or from other users of the SaaS Product, (v) probe, scan or test the vulnerability of the SaaS Product, or breach the security or authentication measures on the SaaS Product, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the SaaS Product, (vi) modify or create derivative works of or from the SaaS Product, (vii) attempt to gain unauthorized access to the SaaS Product or its related systems or networks, (viii) use the SaaS Product in whole or in part for any illegal purpose, (ix) use the SaaS Product to build a competitive product or service, or (x) facilitate or encourage any violations of this Section. Subscriber shall (a) take all reasonable precautions to prevent unauthorized or improper use of the SaaS Product, (b) not interfere with or disrupt the integrity or performance of SaaS Product, (c) not attempt to gain unauthorized access to SaaS Product or its related systems or networks, and (d) not create internet “links” to the SaaS Product or “frame” or “mirror” any content therein.
7. Modifications. Globaledit reserves the right to and may at any time from time to time: (i) enhance, modify or remove any feature(s) or functionality of any Globaledit Product or Service; (ii) add additional service offerings; or (iii) remove service offerings (parts (i) – (iii) collectively, “Service Revisions”). Globaledit may notify Subscriber of any material Service Revisions that will substantially impact Subscriber’s use of the Services by posting notice of such material Service Revisions on the SaaS Service, support page or Globaledit blog. Service Revisions will become effective immediately upon their implementation by Globaledit. Subscriber’s and any Authorized User’s continued use of any Service or Globaledit Product after any Service Revisions become effective constitutes Subscriber’s and that Authorized User’s acceptance of the Service Revisions.
8. Maintenance. At any time from time to time, with or without notice and without Globaledit liability to Subscriber or any Authorized User, all or part of any Services or Globaledit Products may be suspended: (i) in order to maintain (e.g. update, modify, upgrade, patch or repair) the Globaledit system or any part or aspect of its infrastructure; (ii) as Globaledit determines may be required by applicable law; (iii) as Globaledit determines to be necessary to protect its system or any part thereof, or any other party of its infrastructure, from unauthorized access or any attack; or (iv) as the result of technical issues or system failures. Globaledit will make a good faith effort to notify Subscriber in advance of any scheduled suspension of the applicable Globaledit Products or Services.
9. Acceptable Use Policy. Subscriber acknowledges that Globaledit engages third party vendors to host the SaaS Product and may change such vendors from time to time. Subscriber and Authorized Users shall at all times use the SaaS Product in accordance with such vendors’ acceptable use policy as made available by Globaledit to Subscriber from time to time (“AUP”), and the AUP is incorporated into these Terms in its entirety as if fully set forth herein. As of the Effective Date, Globaledit’s hosting provider is AWS, and Subscriber shall comply with AWS’ AUP found at https://aws.amazon.com/aup/. Globaledit also uses Microsoft Azure and other similar platforms from time to time. Globaledit will use commercially reasonable efforts to identify any changes to its hosting provider by posting this information within the SaaS Product. Subscriber acknowledges that the hosting provider’s AUP may change from time to time, and that it is Subscriber’s responsibility to check the current vendor’s AUP regularly to ensure its continued compliance.
10. Third-Party Content. The SaaS Product may enable Subscriber to access data licensed to Globaledit by third parties, or to link to and use software or other functionality provided by third parties (together, “Third-Party Content”). Globaledit does not guarantee the accuracy, timeliness, completeness, or usefulness of Third-Party Content, and is not responsible or liable for any content, software, products, or other materials on or available from third parties, including third party models, data and websites. Subscriber and Authorized Users will use Third Party Content only at Subscriber’s own risk, and Globaledit shall have no responsibility or liability to Subscriber in any way in relation to any Third-Party Content.
11. Professional Services. Any implementation, configuration, program management, training or customization (“Professional Services”) to be provided by Globaledit to Subscriber will be set forth and described in a Globaledit Purchase Order. All right, title, and interest in and to any software or other intellectual property developed in rendering Professional Services is owned exclusively by Globaledit and included in the definition of SaaS Product.
12. Security. Subscriber shall ensure the security of all of its account ID, password, authentication credentials and connectivity with the SaaS Product, including those of its Authorized Users and any third-party invitees. If any account ID or password is stolen or otherwise compromised, Subscriber shall immediately change the password and inform Globaledit of the compromise. Subscriber acknowledges that responsibility for all Subscriber Content submitted to the SaaS Product lies solely with Subscriber. Subscriber is solely responsible for the integrity and quality of Subscriber Content, and for maintaining an appropriate backup thereof. Globaledit may change the authorization method for access to the SaaS Product. Globaledit is not responsible for loss of any data in transmission or improper transmission by Subscriber to the SaaS Product.
13. Reservation of Rights. All rights not expressly granted to Subscriber herein are expressly reserved by Globaledit. The SaaS Product is and will remain the exclusive property of Globaledit or its affiliates or licensors, and Globaledit will retain ownership of all copyrights, patents, trademarks, trade secrets, know-how, databases, and other intellectual property rights relating to or residing in such items, and any updates, improvements, modifications and enhancements (including error corrections and enhancements) thereto, and all derivative works thereof, and Subscriber will have no right, title, or interest in or to the same. Nothing in these Terms will be deemed to grant, by implication, estoppel, or otherwise, a license under any of Globaledit’s or its affiliates’ or licensors’ existing or future rights in or to the SaaS Product. Globaledit trade names, trademarks, service marks, titles, and logos, and any goodwill appurtenant thereto, shall be owned exclusively by Globaledit and shall inure solely to the benefit of Globaledit. Any and all feedback or suggestions that Subscriber provides with respect to the SaaS Product, and any product or service incorporating such feedback, constitutes Globaledit’s sole and exclusive property, and Subscriber hereby irrevocably assigns to Subscriber all intellectual property rights and all other rights and title related to such feedback and suggestions.

Warranties and Disclaimers.

1. GLOBALEDIT AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SAAS PRODUCT, THIRD PARTY CONTENT AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GLOBALEDIT DOES NOT REPRESENT OR WARRANT THAT THE SAAS PRODUCT, THIRD PARTY CONTENT OR ANY ASSOCIATED SERVICES WILL BE AVAILABLE, ERROR FREE, SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF CORRECTION OR IMPROVEMENT. THE SAAS PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS AND GENERATIVE AI, AND GLOBALEDIT IS NOT RESPONSIBLE FOR ANY ERRORS, DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. GLOBALEDIT EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE RESULTS GENERATED BY THE SAAS PRODUCTS ARE ACCURATE, AND SUBSCRIBER AND AUTHORIZED USERS SHOULD INDEPENDENTLY EVALUATE, USING HUMAN REVIEW, ANY RESULTS GENERATED BY THE ARTIFICIAL INTELLIGENCE ELEMENTS OF THE SAAS PRODUCT.
2. Subscriber represents, warrants and covenants that (i) Subscriber will comply with all applicable Laws with respect to its and its users’ access to and use of the SaaS Product; (ii) Subscriber has received all third-party consents and certifications necessary for the transmission and use of Subscriber Content to the SaaS Product, including without limitation the obligations set forth in Section 1.4. Globaledit is not responsible for ensuring that the SaaS Product, or any portion thereof, is in compliance with Subscriber’s criteria for legal compliance. Subscriber acknowledges that Globaledit is not responsible for the integrity of data and information, including without limitation, Subscriber Content, including completeness, accuracy, validity, authorization for use and integrity over time, and Globaledit shall not be responsible for any loss, damage or liability arising out of the Subscriber Content, including any mistakes contained in the Subscriber Content or the use or transmission of the Subscriber Content. Subscriber accepts sole responsibility for, and acknowledges that it exercises its own independent judgment in, its selection and use of Subscriber Content and any results obtained therefrom.

Fees and Payment Terms.

1. Subscriber will pay all fees set forth in a Globaledit Purchase Order (the “Fees”). All payments of Fees are non-refundable. Globaledit may increase its Fees from time to time, and the current applicable Fees shall be noted on all Purchase Orders.
2. All Fees are invoiced and payable in U.S. dollars. Overdue payments will accrue interest at the lesser of 1.5% or the maximum allowable interest under applicable law. Subscriber will pay any sales, use or other tax related its access and use of the SaaS Product. Subscriber’s failure to pay all Fees and applicable taxes when due is a material breach of the Agreement, and Globaledit may, in its sole discretion, and without prejudice to any other rights and remedies, suspend or terminate Subscriber’s use of the SaaS Product. Subscriber is responsible for any costs Globaledit incurs in collecting overdue Fees from Subscriber, including reasonable attorney’s fees, court costs and collection agency fees and costs.

Subscriber Indemnification.

1. Subscriber will, if instructed by Globaledit, defend, and in all cases indemnify and hold harmless Globaledit and its affiliates, licensors, suppliers, officers directors, employees and agents, from and against any and all losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees, Globaledit approved settlements and judgments) arising out of or incurred as a result of: (i) Subscriber’s, Authorized Users, and third party invitees use of the SaaS Product; (ii) all Third Party Content; (ii) Subscriber’s, Authorized Users, and third party invitees noncompliance with applicable Laws or breach of the Agreement; (iii) Subscriber’s, Authorized Users, and third party invitees use or reliance on Third Party Content; and (iv) Subscriber Content.

SaaS Product Remedies for IP Claim.

1. If the SaaS Product is or may become the subject of a third-party claim regarding intellectual property, Globaledit may, at its option: (1) modify or replace the affected parts so the SaaS Product become non-infringing or (2) terminate the Agreement and refund Subscriber for any prepaid and unused fees. Globaledit shall have no obligation with respect to any infringement claim based upon (a) Subscriber Content or (b) Subscriber’s or its users’ combination, operation or use of the SaaS Product with non-Globaledit applications, information or services if the infringement claim would have been avoided had such combination, operation or use not occurred.
2. THIS SECTION STATES THE ENTIRE LIABILITY OF GLOBALEDIT AND ITS AFFILIATES AND LICENSORS, AND SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT INVOLVING THE SAAS PRODUCT.

Limitations of Liability.

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLOBALEDIT AND ITS AFFILIATES, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SAAS PRODUCT AND ANY SERVICES RENDERED HEREUNDER (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF GLOBALEDIT IS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. GLOBALEDIT’S TOTAL CUMULATIVE LIABILITY TO SUBSCRIBER IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

Term; Suspension.

1. Term. The term of the Agreement will commence on the Effective Date and continue for the timeframe set forth in the Purchase Order or as identified when the Subscriber establishes an account (“Initial Term”). Upon expiration of the Initial Term, the Agreement will automatically renew for successive one-year terms (with the Initial Term, each individually and collectively a “Term”) unless Subscriber notifies Globaledit in writing of its intent not to renew at least 90 days prior to the end of the Initial Term or any Term.
2. Suspension. Globaledit may suspend provision of or access to the SaaS Product at any time without notice and without liability in our sole discretion. Any breach of these Terms that occurs through or by Subscriber’s account shall be deemed to have been a breach by Subscriber.
3. Bankruptcy / insolvency. Globaledit may terminate this Agreement if either party files a petition in bankruptcy, insolvency, or like proceedings, or if any petition seeking reorganization, readjustment or rearrangements of the business of either party shall have been filed and not stayed or discharged for a period of 30 days, or if a receiver or trustee shall be appointed for the property and assets of either party and not discharged for a period of 30 days.

General Terms.

1. Assignment. These Terms and all rights and obligations hereunder are not assignable or transferable by Subscriber without the prior written consent of Globaledit, and any attempt to do so shall be void. Globaledit will not be in default or otherwise liable for any delay in or failure of its performance under the Agreement if such delay or failure arises by any reason beyond its reasonable control.
2. Cross Border Transfers of Personal Data. Globaledit does not transfer or make decisions on the transfer of Personal Data from the EU to third countries. If Subscriber, Authorized Users, or third-party invitees utilize Globaledit Products or Services to transfer personal data of individuals in the EU or other countries, such transfers must be done in a manner which affords that personal data adequate protection under applicable law.
3. Force Majeure. Nonperformance of Subscriber or Globaledit will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, material change by or failure of third-party providers or any other reason where failure to perform is beyond the control of and not caused by the negligence of such party. If a Force Majeure event continues for a period of sixty (60) days, Globaledit may terminate the Agreement without further obligation by provided Subscriber notice of not less than thirty (30) days.
4. Governing Law and Forum. These Terms are deemed to be made under and shall be interpreted in accordance with the law of the state of New York, excluding conflict of laws principles. Any suit or proceeding relating to these Terms shall be brought only in the state and federal courts located in New York, Borough of Manhattan, and both parties hereby submit to the jurisdiction of such courts.
5. Relationship of the Parties. Subscriber and Globaledit are independent contractors and nothing in these Terms will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the parties. Except as otherwise specifically provided in these Terms, neither party will have or represent that such party has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party.
6. Publicity. During the term of this Agreement, Globaledit may refer to Subscriber as a customer of the Globaledit Products and Services. In connection therewith, Globaledit may use Subscriber’s name and corporate logos. Any goodwill arising from the use of such name and logos shall inure solely to Subscriber’s benefit. All other publicity regarding this Agreement shall be mutually agreed to and coordinated by the parties.
7. Notices. All notices and consents required or permitted under these Terms must be in writing; must be personally delivered or sent by registered or certified mail (postage prepaid) or by overnight courier. Notices to Globaledit shall be sent to: Globaledit., 32 Avenue of the Americas, 22nd Floor, New York, New York 10013, and notices to Subscriber shall be sent to the address listed on the Globaledit Purchase Order. Email notices shall not suffice under this Section. Each party may change its address for receipt of notices by giving notice of the new address to the other party.
8. Severability. If any provision of these Terms are held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of these Terms will not be affected or impaired thereby and the illegal, invalid, or unenforceable provision will be deemed modified such that it is legal, valid, and enforceable and accomplishes the intention of the parties to the fullest extent possible.
9. No Waiver. The failure of either party to enforce any provision of these Terms, unless waived in writing by such party, will not constitute a waiver of that party’s right to enforce that provision or any other provision of these Terms.
10. No Third Party Beneficiaries. These Terms are made and entered into for the sole protection and benefit of the parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with these Terms.
11. Remedies. The enumeration herein of specific remedies shall not be exclusive of any other remedies unless otherwise expressly stated herein. Any delay or failure by any party to the Agreement to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy or privilege, nor to limit the exercise of such right, power, remedy, or privilege, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.
12. Entire Agreement. This Agreement constitute the entire agreement of the parties with respect to the subject matter herein, and supersedes all prior discussions, understandings and agreements with respect to its subject matter.
13. No Additional Terms. Any terms on a purchase order, payment document, or other document submitted by Subscriber shall be void and have no force or effect.