Terms of Service
Thank you for using eBridge. These terms of service which are incorporated herein by this reference and which You can access at https://app.ebridge.com/ebridge/3.0/terms.aspx (collectively, the "Terms"), are a binding legal contract between eBridge, Inc., its affiliates, licensors, (collectively, "eBridge"), and the individual or legal entity who subscribes to, purchases, or uses the eBridge Services ("You" or "Your"). By installing, accessing or using the eBridge Services, You represent that You have the authority to enter into these Terms. If You do so on behalf of a legal entity, You represent and warrant that You have the authority to accept these Terms on behalf of that legal entity.

These Terms govern Your use of any eBridge service offerings or features, including free services, the eBridge websites, any downloadable client software which is provided solely for the purpose of accessing the Services (a "Client"), and any updates and written documentation (together with the Client, the "Services"). Your continued use of the Services following modification to the Services or these Terms, constitutes Your agreement to be bound by the application of the Terms to the modified Services or the modified Terms. To stay informed of any changes, please review the most current version of these Terms at https://app.ebridge.com/ebridge/3.0/terms.aspx. If You do not agree to be bound by these Terms, You may not use the Services.
YOUR ACCOUNT
To access and use the Services, You must create or be assigned an eBridge account that is protected by a username and password (Your "Account"). You agree to provide eBridge with accurate and complete information when You register for an Account. You agree to keep Your password and other Account details secret, and not share them with anyone else, in order to prevent unauthorized access to Your Account. If Your contact information or other Account information changes, You must update Your Account details promptly. After You create an Account, You may upload, download and access content and materials (Your "User Data") for which You have a legal right to copy, publish, share, store, or otherwise use.

If You obtained access to the Services through a legal entity such as Your business, or through a eBridge authorized reseller, You acknowledge and agree that other users may have been designated to access, control or manage Your Account and Your User Data. You, not eBridge, are solely responsible for Your Account and User Data. eBridge is not liable for any loss or damage arising from any access to, sharing or use of, Your Account and User Data. If You believe there has been unauthorized access to Your Account or Your User Data, You must notify support@eBridge.com immediately.
YOUR SUBSCRIPTION
A valid credit card or check payment is required within thirty (30) days of emailed invoice date.
We bill for the Service in advance on a monthly basis, and your payment is non-refundable. You will not receive any refund or credit for partial months of Service, nor will you receive a refund for any month in which you do not use the Service. If you fail to make the required payment within forty-five (45) days of the emailed invoice, we will have the right to suspend access to your account until full payment is received, and we may terminate your account.
Our fees do not include any taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, levies, or duties. If you upgrade or downgrade your plan level, the change will take effect on the first of the next month, beginning a new billing cycle on the 7th of the month. Failure to comply with payment terms may result in your account access being restricted or terminated.

This Agreement may be terminated by either party at any time upon thirty (30) days prior written notice by completing the eBridge Termination Agreement. In the event that the Customer wishes to cancel the eBridge Services prior to the end of its initial 12 month contract, Customer must notify eBridge in writing 30 days prior to termination and must pay a $250.00 termination fee in addition to all other fees due through and including the date of termination.
YOUR CONDUCT
Compliance with Law. You are solely responsible for ensuring that Your use of the Services is in compliance with all applicable federal, state and local laws, foreign laws, rules and regulations. The Services provide for the uploading and downloading of User Data, and the accessing, hosting, storing, sharing and/or publishing of such User Data. You shall be solely responsible for Your User Data. eBridge does not endorse and has no control over the content of User Data submitted by other users. eBridge assumes no responsibility whatsoever in connection with or arising from User Data or for actively monitoring User Data for inappropriate or illegal content. In addition, the Services may use data received or obtained from Your device to determine Your location ("Location Data"). By using the Services, You hereby consent and permit eBridge to use Location Data in order to provide the Services to You. eBridge does not make any representation, warranty or guarantee of accuracy, completeness or timeliness with respect to any Location Data.

It is Your responsibility to use the Services in accordance with these Terms of Service. You shall defend, indemnify and hold eBridge, its officers, directors, shareholders, affiliates, suppliers and licensors, harmless from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorneys' fees, expert fees and out-of-pocket expenses) in connection with Your use of the Services, Your violation of these Terms, any violation of the rights of any other person or entity by You, including any intellectual property rights, any misuse or fraudulent use of credit and debit cards, any claims that the Services or any party thereof were exported or otherwise shipped or transported by You in violation of applicable laws, rules and regulations, or any claim of misuse of the Services, including but not limited to, any claim that Your use of the Services, Your User Data, or Location Data is illegal.

Your Conduct. eBridge may, immediately and without notice to You, terminate Your access to and use of the Services, including if You (1) harm, disrupt or otherwise engage in activity that diminishes the eBridge brand, Services, computer system or network, (2) misrepresent Your identity, impersonate any person or attempt to gain access to or illegally track any Account, computers or networks related to the Services, without authorization, (3) use or manipulate a Service in any manner not specified by eBridge, (4) use the Services in a manner that results in excessive bandwidth usage, as determined by eBridge, (5) use the Services for any illegal purpose, or to store, backup or distribute any illegal or unauthorized files or data, (6) use the Services to store, backup or distribute material protected by intellectual property rights of a third-party unless You own or have appropriate rights to such material, (7) use the Services to store, backup or distribute material that contains viruses, Trojan horses, worms, corrupted files or any other similar software that may damage the operation of the Services or another person's Device, data or property, (8) directly or indirectly reverse engineer, decompile, disassemble, modify, reproduce or create derivative works of the Services, (9) alter or modify any disabling mechanism which may be included in the Services, (10) assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services, or (11) remove or alter any proprietary notices (e.g., copyright, trademark notices, legends, etc.) from the Services.
EBRIDGE PROPERTY
You may be required to download a Client. The Client is licensed to You for the sole purpose of accessing the Services. The Services may automatically update the Client installed on Your computer, tablet, smartphone or any other electronic device (each, a "Device") when a new version is available. While You have an active Account, eBridge grants You a revocable, limited, non-transferable, non-exclusive license to access the eBridge website and use the Client and Services for Your personal or internal business purposes only. You may use the Services only in accordance with the then-current documentation and customer support available at www.eBridge.com or as specified in other documentation provided by eBridge or an authorized reseller. The Services may contain, or eBridge may provide to You, third-party hardware, products, software or programming, or You may obtain third-party hardware, products, software or programming from third parties directly (the "Third-Party Components"), and You acknowledge that license terms accompanying such Third-Party Components will govern their use. Except for the limited license granted herein, You acknowledge that eBridge or third parties own all right, title and interest in and to the Services, all copies thereof and all proprietary rights therein, including copyrights, patents, trademarks, logos, domain names or other brand features of eBridge. You may provide feedback to eBridge with respect to the Services and eBridge may use feedback for any purpose without obligation of any kind. To the extent a license is required under Your intellectual property rights to make use of the feedback, You hereby grant eBridge an irrevocable, non-exclusive, perpetual, royalty-free license to use the feedback in connection with eBridge's business, including enhancement of the Services. eBridge may discontinue, suspend or modify the Services, any feature included in the Services, or the availability of the Services on any particular Device at any time and without notice to You.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
EBRIDGE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. EBRIDGE PROVIDES NO WARRANTY ON ANY THIRD PARTY HARDWARE PURCHASED HEREUNDER.

You agree that you will use the Service(s) only for lawful purposes and in accordance with this Agreement. You will comply at all times with all applicable laws.

IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OR UNAVAILABILITY OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

IN NO EVENT WILL EBRIDGE’S LIABILITY IN THE AGGREGATE FOR ANY DAMAGES TO CUSTOMER OR ANY THIRD PARTY EVER EXCEED THE MONTHLY FEES PAID BY CUSTOMER DURING THE PRECEDING SIX (6) MONTH PERIOD TO EBRIDGE HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. CUSTOMER ACKNOWLEDGES AND AGREES THAT EBRIDGE IS UNABLE TO TEST THE EBRIDGE SYSTEM UNDER ALL POSSIBLE CIRCUMSTANCES THAT EBRIDGE CANNOT CONTROL THE MANNER IN WHICH CUSTOMER SHALL USE THE EBRIDGE SYSTEM, AND THAT EBRIDGE DOES NOT HAVE CONTROL OVER INTERNET OR OTHER COMMUNICATIONS.
GENERAL TERMS
Governing Law and Arbitration. These Terms shall be in all respects governed by the laws of the State of Florida, without reference to its conflicts of laws principles. Each party submits to the exclusive jurisdiction of the courts of Hillsborough County, Florida.

General. These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. If one or more of the provisions herein shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. Any inconsistency between these Terms in English and these Terms in any other language shall, to the fullest extent permitted by applicable law, be resolved by reference to the English version. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. eBridge may freely assign or delegate all rights and obligations under the Terms, fully or partially, with or without notice to You. eBridge may also substitute, by way of novation, any third-party that assumes our rights and obligations under these Terms. If You or eBridge cannot perform its obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third-party equipment or any other cause not within the affected party's reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a "Force Majeure Event"), then the non-performing party will, if possible and reasonable, (1) promptly notify the other party, (2) take reasonable steps to resume performance as soon as possible, and (3) not be considered in breach during the duration of the Force Majeure Event.

Updated October 2013