Terms of Use

The following terms of use (the "Terms") and the General Business Terms collectively govern your access to and use of Managing Editor Inc.'s ("MEI", "we" or "our") services and our cloud-based, collaborative workflow system, TruEdit (the "Services"). Please carefully read these Terms before using the Services.

If you use the Services, you are agreeing to be bound by these Terms. If you use the Services on behalf of a company or organization, you are acknowledging that you have the authority to accept these Terms for the company or organization and that the company or organization agrees to these terms. Under those circumstances, “you” and/or “your” will refer to the company or organization.

Your use of the Services is only permitted if you are in compliance with these Terms. We may change the Services over time.  At our sole and exclusive discretion, we may remove content from the Services, end, suspend, modify or change the Services at any time without prior notice to you.  You may use the Services only if you have the power to and are legally permitted to form a contract with MEI.

Information Provided by You and Ownership

When you use the Services, you provide information, files, and folders that you submit to MEI (collectively referred to as "your information"). At all times, you will retain full ownership of your information. These Terms do not grant to MEI any rights to your information or intellectual property except for limited rights that are needed to provide the Services. These limited rights we need to provide the Services are explained below.

We do need your permission to provide Services you may request of us, for example, hosting your files, sharing them at your direction, or displaying previews. We also need the flexibility to use your information for design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. By using the Services and agreeing to these Terms, you are giving us the permissions we need to do those things solely to provide the Services for you. Your permission granted to us must also extend to any third parties we may work with, but solely and exclusively to provide the Services.

You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Services. For example, it's your responsibility to ensure that you have the rights or permission needed to comply with these Terms. You acknowledge and agree that MEI has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.

The Services MEI provides contain features that allow you to share your information with others or to make it public. There are many things that users may do if you give them access to your information (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. You acknowledge and agree that MEI has no responsibility for anything you chose to share.

Your Obligations

When you use the Services, files and other content may be protected by intellectual property rights belonging to others. You are not permitted to copy, upload, download, or share files unless you have the right to do so. You acknowledge and agree that you will be fully responsible and liable for any claims arising if you copy, share, upload, download or otherwise use while using the Services and that MEI shall have no responsibility or liability for your actions. You agree that you cannot and will not upload spyware or any other malicious software to the Service.

You acknowledge and agree that MEI is not responsible for maintaining and protecting all of your information; you must do so. You agree that MEI is not liable for any loss to or corruption of your information; or for any costs or expenses associated with backing up or restoring any of your information.

You must safeguard the password that you use to access the Services and you agree not to disclose your password to any third party.  MEI has no obligations in that regard.  You acknowledge and agree that you are solely and exclusively responsible for any activity using your account, whether or not you authorized that activity. You must notify MEI immediately if you become aware of any unauthorized use of your account.  If you expect to protect your transmission of data or files to MEI, you acknowledge and agree that it is your responsibility to use a secure encrypted connection to communicate with the Services.

You agree to notify MEI immediately if your contact or any other information related to your account changes. In some countries (the United States, for example) the Services may not be used by you if you are not at least 13 years of age. By using the Services and agreeing to these Terms, you are representing to us that you are at least 13. In yet some other countries, there may be different minimum age requirements; by using the Services and agreeing to these Terms, you are representing to us that you meet the minimum age requirements of the country in which you are using the Services.

You agree that MEI may identify you on MEI's customer lists and in its marketing and advertising materials, and announce that you are an MEI customer, and reproduce your company name, logo, trademark, trade name, service mark, or other commercial designations in connection therewith. Additionally, with your prior written consent MEI may develop and publish a case study based upon your use of the Services.

Software and Rights

For some of the Services, you may need to download a client software package ("Software"). For your use of the Services only, MEI grants you a limited, nonexclusive, nontransferable, revocable license to use the Software. If you violate any of these Terms relating to intellectual property rights, your license to use the Software is automatically terminated. MEI maintains and reserves all of its rights which are not expressly granted in these Terms. Any actual or attempted reverse engineering or decompiling of the Software by you or anyone else with your assistance is strictly prohibited. We may update the Software on your device automatically when a new version is available.

MEI does not grant you, and these Terms do not grant you, any right, title, or interest in the Services, Software, or the content in the Services. By use of the Services and agreeing to these Terms you understand and acknowledge that MEI may use any feedback, comments, or suggestions you provide without any obligation to you and without you obtaining any rights which are not expressly granted by these Terms. The Software and other technology we may use to provide the Services are protected by copyright, trademark, and other laws of the United States and other countries. You are not granted any rights by these Terms to use any MEI trademarks, logos, domain names, or other brand features.

MEI respects intellectual property of others and requires that you do as well. We will respond to notices of alleged copyright infringement if they are properly reported. MEI reserves the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is dmca@truedit.com.

The Services may contain links to third-party websites or resources. MEI does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

Termination

Unless you agree otherwise, you are not bound to use the Services for any period of time. MEI reserves the right to suspend or end the Services at any time, with or without cause, and with or without notice.

NO WARRANTIES

THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. You acknowledge and agree that MEI has no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. In some jurisdictions, this type of disclaimer and limitation of warranties is not permitted; in that case they will not apply to you.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MEI, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT MEI HAS BEEN WARNED OR IS KNOWLEDGEABLE OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY YOU TO MEI FOR THE PAST YEAR OF THE SERVICES IN QUESTION. In some jurisdictions, this type of disclaimer and limitation of liability is not permitted; in that case they will not apply to you.

Changes to these Terms of Use

MEI may revise these Terms from time to time. The most current version will be posted on our website. In our sole and exclusive discretion, if we think a revision is material we will notify you at your address/email provided in your account information. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms.

Other Terms

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE ARE GOVERNED BY THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA; EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES OR AS MAY BE PREEMPTED BY FEDERAL LAW.

ALL DISPUTES OF WHATSOEVER KIND, RELATING, INTERPRETING OR IN CONNECTION WITH THE SERVICES IN ANY WAY SHALL BE RESOLVED BY BINDING ARBITRATION TO BE HELD ONLY IN PHILADELPHIA, PENNSYLVANIA, ACCORDING TO THE COMMERCIAL ARBITRATION RULES THEN EFFECTIVE OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE AND THE PARTIES AGREE THAT A SOLE ARBITRATOR SHALL BE SELECTED. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING UPON THE PARTIES, BOTH AS TO LAW AND TO FACT, ENFORCEABLE AT LAW OR IN EQUITY, AS THE CASE MAY REQUIRE, AND SHALL NOT BE APPEALABLE TO ANY COURT IN ANY JURISDICTION. JUDGMENT UPON ANY AWARD OF ARBITRATION MAY BE ENTERED IN ANY STATE OR FEDERAL COURT IN PENNSYLVANIA. THE ARBITRATOR SHALL, AS PART OF THE AWARD, ORDER THAT THE PARTY WHICH DOES NOT PREVAIL SHALL PAY THE PREVAILING PARTY ITS ATTORNEYS’ FEES AND EXPENSES OF ANY SUCH ARBITRATION. HOWEVER, THE ADMINISTRATIVE COSTS OF SUCH ARBITRATION AS DETERMINED BY THE AMERICAN ARBITRATION ASSOCIATION SHALL BE EQUALLY SHARED BETWEEN THE PARTIES AND SHALL BE LIMITED TO THE ARBITRATOR’S FEES AND EXPENSES AND OTHER ADMINISTRATIVE EXPENSES CHARGED BY THE AMERICAN ARBITRATION ASSOCIATION. CHARGES FOR STENOGRAPHIC FEES AND EXPENSES SHALL BE BORNE BY THE PARTIES ORDERING SUCH SERVICES. NOTHING HEREIN SET FORTH SHALL PREVENT THE PARTIES FROM SETTLING ANY DISPUTE OR CONTROVERSY BY MUTUAL AGREEMENT AT ANY TIME. IN NO EVENT SHALL ANY DEMAND FOR ARBITRATION BE MADE AFTER THE TIME PERIOD PERMITTED BY THE APPLICABLE STATUTE OF LIMITATIONS UNDER PENNSYLVANIA LAW. NOTHING HEREIN CONTAINED SHALL BAR THE RIGHT OF A PARTY EQUITABLE RELIEF PENDING THE OUTCOME OF ANY ARBITRATION PROCEEDING THAT HAS BEEN OR WILL BE, WHEN CONTRACTUALLY PERMISSIBLE, REQUESTED.

These Terms are the entire and exclusive agreement between you and MEI with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services whether oral or written.

No third party beneficiary rights are created or intended.   Any failure by MEI to enforce a provision of these Terms at any time is not a waiver of its right to do so later.

If any provision of these Terms is determined by a court of competent jurisdiction to be unenforceable, the remaining provisions of the Terms will remain in full force and effect and, if necessary, an enforceable term will be substituted reflecting the intent of MEI and you as closely as possible.

You may not assign any of your rights in these Terms. MEI may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Nothing in these Terms will create any partnership or joint venture between you and MEI.