EDI Specialists Terms of Service

EDI Specialists, Inc. ("EDI Specialists", "us", or "we") provides services related to sharing information about employers and salaries (the "Services") in connection with the EDI Specialists website, located at http://www.edispecialists.com (the "Site").
These Widget Terms of Service ("Widget Terms" or "Terms") set forth the legally binding terms for your use of the EDI Specialists Widgets, Widget Content and related Services.

PLEASE READ THESE TERMS OF SERVICE BEFORE USING THE EDI SPECIALISTS WIDGETS, WIDGET CONTENT OR RELATED SERVICES.

1. Acceptance

These Terms govern your use of EDI Specialists Widgets. Your use of the EDI Specialists Widgets, Widget Content and related Services is also subject to EDI Specialist's Terms of Use at http://www.edispecialists.com/terms.htm and Privacy Policy which are hereby incorporated into these Widget Terms by reference.

If you use any EDI Specialists Widgets, Widget Content or related Services, you agree to be bound by these Widget Terms. EDI Specialists may change these Terms at any time with or without notice. If you do not agree to these Terms, please do not use or continue to use the EDI Specialists Widgets, Widget Content or related Services. If you object to changes, your sole recourse is to stop using the EDI Specialists Widgets, Widget Content and related Services and to remove the EDI Specialists Widgets (and associated software code) from your website.

2. EDI Specialists Widgets and Widget Content

Generally, widgets are tools that you may place on your website, which allow visitors to your website to access and view content on or from another website. A widget is generally defined as a software element providing content or access to content, including feeds and data, which you can add, remove, resize and reposition. Graphic, text and search widgets may be comprised of static elements, such as trademarks, images, and icons, and dynamic elements, which include, but are not limited to, photographs, images, ratings, reviews, reports, questions, summaries, text, active links or other source identifiers, and employee or employer related information or other similar materials.

EDI Specialists Widgets ("EDI Specialists Widgets" or "Widgets") published by EDI Specialists provide access to content and Services from points outside of the EDI Specialists domain. EDI Specialists Widgets are small software modules operating within or connecting to EDI Specialist's environment and appearing on a device, website or platform of your designation, which provide you with access to a variety of information and Services. You acknowledge and agree that these modules may, without limitation, display EDI Specialists logos, images and text that link to the Site or to information and other content located on the Site, search boxes or forms that return or link to information from or on the Site, and attribution, branding or advertising for EDI Specialists and third party products (collectively, "Widget Content"). EDI Specialists Widgets consist of the Widget Content, as well as all software files or images incorporated in, or generated by, the Widgets and any and all data and embedded code that accompanies the Widgets, including any upgrades, enhancements, modifications, updates and revisions of such software and code.

3. Eligibility and Placement of Widgets

Widgets may be placed on your websites, blogs, your pages at online social network or media sites (to the extent permitted by such sites), and other similar platforms. EDI Specialists prohibits the placement of Widgets on websites, platforms or devices that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate as determined by EDI Specialists in its sole discretion. You must place each Widget in a context appropriate to the content of the Widget, and any reference to EDI Specialists or its products and services must be accurate.

4. License

Subject to these Widget Terms, EDI Specialists hereby grants you a limited, non-exclusive, worldwide, royalty-free, revocable, terminable, personal, non-transferable, non-sub licensable, license solely for your personal and non-commercial use as permitted by these Widget Terms to download, access, display and use EDI Specialists Widgets on your website, devices or other similar platforms for up to fifty (50) distinct companies, business titles, occupations, industries, sectors, titles and/or geographic locations, in total.

Widgets are licensed as single units and their component parts may not be separated for individual use apart from the Widgets as a whole. You are not licensed to use EDI Specialists Widgets, Widget Content or related Services for any other purpose, and nothing in these Widgets Terms shall be deemed to grant you any rights, title or interest in the Widgets, Widget Content or related Services.

YOU MAY NOT DIRECTLY OR INDIRECTLY ATTEMPT TO RE-SELL, REDISTRIBUTE, SYNDICATE OR OTHERWISE COMMERCIALIZE THE EDI SPECIALISTS WIDGETS OR WIDGET CONTENT IN ANY WAY WITHOUT WRITTEN NOTICE TO AND THE FURTHER EXPRESS WRITTEN CONSENT OF EDI SPECIALISTS.

5. Lawful Use

You shall use the Widgets in a manner consistent with any and all applicable law and solely for lawful purposes. The Widgets are for personal, non-commercial use only. To inquire about a commercial license, please contact us.

6. Reservation of Rights and Control

EDI Specialists has and shall retain absolute control over all EDI Specialists Widgets, Widget Content and related Services. EDI Specialists may change, modify, suspend, regulate, adjust or discontinue any aspect of EDI Specialists Widgets, in whole or in part, at any time without prior notice. EDI Specialists may also impose limits on certain features and services or restrict your access to parts or all of the Widgets, Widget Content and related Services without notice or liability. EDI Specialists reserves the right to discontinue providing any or all of the EDI Specialists Widgets at any time and to require you to cease displaying, distributing or otherwise using any or all of the EDI Specialists Widgets and Widget Content for any reason including, without limitation, your violation of any provision of these Widgets Terms.

7. Support Updates and Modifications

EDI Specialists may not offer any technical or maintenance support for Widgets. EDI Specialists may offer upgrades or updates to EDI Specialists Widgets at its sole discretion.

8. Fees and Payments

EDI Specialists reserves the right at any time to charge fees for future use of or access to Widgets, Widget Content or related Services at EDI Specialists sole discretion. In no event will you be charged fees unless we obtain your prior agreement to pay such charges, although, if you decline to pay such charges, you may be required to remove EDI Specialists Widgets from your website, devices, or platform.

9. Monitoring

You acknowledge and agree that we may use data capture, syndication analysis and other similar tools to track, extract, compile, aggregate and analyze any data or information resulting from the use of EDI Specialists Widgets, Widget Content and related Services. You acknowledge and agree that EDI Specialists may reasonably monitor, including by automated means, your site and your use of EDI Specialists Widgets, Widget Content and related Services for the purpose of confirming compliance with these terms of use.

10. No Widget Modification

You shall not modify any Widgets provided by EDI Specialists. Without limitation, you shall not (i) change any code provided by EDI Specialists; (ii) obscure or disable any element of the Widget; (iii) alter any links embedded within EDI Specialists Widgets; (iv) tag links to EDI Specialists from the Widget with a "no follow" attribute; (v) redirect any links; (vi) otherwise prevent or discourage search engines from following or scoring any links; and (vii) insert any intermediate page, splash page or other content between Widget links and the applicable EDI Specialists web page. You shall not cause, direct, allow, permit or authorize any modification of the EDI Specialists Widgets, which includes separation into component parts or creation of derivative works.

11. No Disruption

You will not (i) interfere with, disrupt, or create an undue burden on the networks, applications, systems or services connected to or supporting the Widgets; (ii) introduce or implement software or automated agents incorporating or in association with the Widgets, or access the Widgets, to strip, mine, compile or collect Widget Content; or (iii) interfere with, disrupt, or modify any data or functionality of the Widgets.

12. No Endorsement

EDI Specialists Widgets, Widget Content, and related Services may not be used in any manner that would constitute an endorsement (whether expressed or implied) of any products, services, activities or brands contained on your website, devices or platform.

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by EDI Specialists.

13. Attribution and Marks

Your web page title and other trademarks and logos must appear at least as prominent as EDI Specialists trademarks and logos in the Widgets. You may not display Widgets in any manner that implies affiliation with, sponsorship, or endorsement by EDI Specialists.

14. Third Party Software, Hardware, and Services

You agree that you are responsible for all third party software, hardware, and services used in connection with EDI Specialists Widgets. Any third party software, hardware, and services (whether required or optional) that you use in conjunction with any Widgets is the sole responsibility of such third party, and is subject to the terms, conditions, warranties and disclaimers provided by such third party.

15. Restrictions and Limitations

You may not do any of the following with any EDI Specialists Widgets, Widget Content or related Services:

i. Copy, modify, reproduce, republish, post, transmit, offer for sale, or redistribute EDI Specialists Widgets or Widget Content without the express prior written authorization or permission of EDI Specialists;
ii. Sell, assign, sublicense, rent, lease, lend, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the EDI Specialists Widgets or Widget Content, whether by operation of law or otherwise;
iii. Decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or create derivative works or improvements from EDI Specialists Widgets or any portion thereof, or attempt to discover any source code, protocols, or other trade secrets in EDI Specialists Widgets;
iv. Obtain or attempt to obtain unauthorized access to EDI Specialists network;
v. Incorporate EDI Specialists Widgets into any hardware or software device or platform that you are not authorized to use or otherwise modify;
vi. Use, export, or re-export EDI Specialists Widgets or Widget Content in violation of applicable law or regulations;
vii. Derive income from the use or provision of EDI Specialists Widgets or Widget Content, whether for direct commercial or monetary gain or otherwise, without EDI Specialists prior, express, written permission;
viii. Use EDI Specialists Widgets for any enterprise, commercial use, or other purpose for which EDI Specialists Widgets were not designed;
ix. Use EDI Specialists Widgets in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms;
x. Display EDI Specialists Widgets or Widget Content on any website that disparages EDI Specialists or its products or services, or that infringes any EDI Specialists intellectual property or other rights; or
xi. Directly or indirectly change, edit, add to or produce summaries of the EDI Specialists Widgets, any Widget Content or any Services on the EDI Specialists website.

16. Prohibitions

You shall not, and shall not allow or authorize any third party to use or display any EDI Specialists Widgets on any website, device or platform that, in EDI Specialists sole opinion, falls into any one or more of the following categories:

i. Sites that incite hatred or discriminate against any specific social group or exploit persons whether based on race, religion, gender, sexuality or any other attribute or belief;
ii. Sites that promote, encourage or facilitate violence, disruptive behavior, terrorism or illegal activity, including activities that risk national security;
iii. Sites which are unsuitable for family viewing or are misleading, libelous, pornographic, or defamatory, or which promote or make available otherwise objectionable content; or
iv. Sites that disparage or in any manner tarnish or diminish the image or reputation of EDI Specialists or its affiliates.

You shall not, and shall not allow or authorize any third party to remove, deface, obscure, or alter EDI Specialists. copyright notice, trademarks or other proprietary rights or attribution notices affixed to or provided as a part of any Widgets or any Widget Content, related Services, materials or documentation provided hereunder.

17. Ownership / Attribution Intellectual Property

EDI Specialists retains all ownership and other rights to the Widgets, Widget Content and related Services. All rights, title, and interest in and to the EDI Specialists Widget, Widget Content and, including all intellectual property rights therein, shall remain the exclusive property of EDI Specialists and/or its licensors. You acknowledge and agree that the EDI Specialists Widgets and Widget Content are licensed, not sold. These Widget Terms do not grant any rights to any EDI Specialists code, content, logos or trademarks beyond the limited permission to display and use the Widgets and Widget Content as granted herein.

18. Trademarks and Copyright

EDI Specialists Widgets, Widget Content and related Services are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws.

EDI Specialists, its logos and all other product or service names, marks or slogans displayed on EDI Specialists Widgets or on the Site are registered and/or common law trademarks of EDI Specialists, Inc. in the U.S. and/or other countries. EDI Specialists retains all ownership and other rights to the EDI Specialists logos, trademarks or similar materials. All other trademarks appearing in the Widget Content or related Services are the property of their respective owners. All content of the EDI Specialists website are: © 2012 EDI Specialists, Inc. All rights reserved.

19. Indemnification

You agree to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or (i) arising out of your use of the EDI Specialists Widgets, Widget Content or related Services; (ii) arising from your breach of any provisions herein; or (iii) as a result of your violation of any law or the rights of a third party.

20. Your Representations and Warranties

By accessing or using the EDI Specialists Widgets, Widget Content or Services, you represent and warrant that: (i) you are thirteen (13) years of age or older upon use; (ii) you have full power and authority to enter into this Agreement; (iii) your use of the Widgets is not for commercial purposes; ); (iv) you will comply with all applicable law with respect to your performance under these Terms; and (v) your use of EDI Specialists Widgets will not violate the rights of or any other obligation (including contractual obligation) you might have towards third parties.

21. Warranty Disclaimer

THE EDI SPECIALISTS WIDGETS, WIDGET CONTENT AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. YOU UNDERSTAND AND AGREE THAT YOU USE THE EDI SPECIALISTS WIDGETS, WIDGET CONTENT AND RELATED SERVICES AT YOUR OWN DISCRETION AND RISK. EDI SPECIALISTS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, QUALITY, COMPATIBILITY, ACCURACY, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, AND PERFORMANCE OF THE EDI SPECIALISTS WIDGETS, WIDGET CONTENT OR RELATED SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

22. Limitation of Liability

THE EDI SPECIALISTS WIDGETS ARE BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT EDI SPECIALISTS SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE EDI SPECIALISTS WIDGETS. EDI SPECIALISTS WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATED TO ANY EDI SPECIALISTS WIDGETS, WIDGET CONTENT, OR RELATED SERVICES, OR ANY VIRUS OR OTHER CONTAMINATION OR ANY USE OR UNAVAILABILITY OF THE WIDGETS, WIDGET CONTENT, OR RELATED SERVICES, EVEN IF EDI SPECIALISTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE EDI SPECIALISTS WIDGETS, FROM INABILITY TO USE THE EDI SPECIALISTS WIDGETS OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE EDI SPECIALISTS WIDGETS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

23. Term and Termination

This Agreement shall remain in full force and effect while you are using EDI Specialists Widgets or until terminated by either party. These Widget Terms terminate automatically if (i) you violate any terms hereof; (ii) EDI Specialists publicly posts a written notice of termination on EDI Specialists website; or (iii) EDI Specialists sends a written notice of termination (including by email message) to you directly. The provisions of these Terms which by their nature would apply after the termination shall survive termination.

EDI Specialists may terminate your license to use Widgets, Widget Content or related Services for any or no reason at any time by ceasing to provide the Widgets and Widget Content to you. You agree to cease using any Widgets, Widget Content and related Services and to remove all copies of any and all Widgets in use upon receiving notice of termination from EDI Specialists. EDI Specialists will not have any liability whatsoever to you for termination. You may terminate by discontinuing all use of EDI Specialists Widgets, all EDI Specialists Content and related services and by removing all related software or code from your website, all hard drives, networks and other storage media.

24. Modification

This Agreement may be modified by us from time to time. EDI Specialists reserves the right to change these Widget Terms and you are responsible for regularly reviewing these terms. Your continued use of EDI Specialists Widgets, Widget Content or related Services after the effective date of such changes will mean you accept those changes.

25. Entire Agreement

These Widget Terms constitutes the entire agreement between you and us with respect to the subject matter hereof and supersede all prior or contemporaneous understanding, agreements or arrangements between the parties, written or oral concerning its subject matter. Each of the parties acknowledges that it has not relied on any statement made by the other in the course of entering into this Agreement. Any failure to exercise or enforce any right or provision of these Widget Terms shall not operate as a waiver of such right or provision. The section titles in these Widget Terms are for convenience only and have no legal or contractual effect. As used in the Agreement, the word "including" means "including but not limited to". If for any reason a court of competent jurisdiction finds any provision or portion of these Widgets Terms of Use to be unenforceable, the remainder of these Widgets Terms of Use will continue in full force and effect.

26. Enforcement

This Agreement shall be governed by the laws of the State of Massachusetts without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts located within Norfolk county and the federal courts in the Boston Mass.

27. Contact

In the event you receive any inquiries or questions which relate to EDI Specialists Widgets, Widget Content or Services, contact us promptly with such questions at: info@edispecialists.com.