PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS.  THESE TERMS AND CONDITIONS ARE AUTOMATICALLY ACCEPTED BY PURCHASING EDDIX, L.L.C. PRODUCTS AND/OR CLICKING ON “ACCEPT” AS PRESENTED IN ONLINE TRANSACTIONS.  BY LICENSING EDDIX L.L.C. PRODUCTS YOU WARRANT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND AGREE TO THE FOLLOWING BINDING TERMS AND CONDITIONS AS PROVIDED IN THIS AGREEMENT AND WHICH GOVERN THIS TRANSACTION.

THIS AGREEMENT is made on this day by and between EDDix, LLC (“EDDix” or the “Company”) and the Licensor (“you” or “Licensor”) of EDDix products and services (“Products”).   Company may, in its sole discretion and at any time, modify or change these terms and conditions governing the license of its Products.

 

As used hereinunder, the terms listed below have the following definitions:

"Products" includes, without limitation, the Company's books, User Codes, written reports and data sets which are made commercially available, whether on a paid basis or free, both as in forms accessible as of this date and as periodically updated, whether delivered and accessible electronically or in printed form.

"Topline" means a modified Version of a Product which the Company makes available for promotional purposes at a reduced price or free.

"User" means any individual person accessing any Product provided to the Licensor under this Agreement.

"User Code" means a unique string of alpha-numeric characters provided by the Company to the Licensor which, when applied to a single electronic Product Instance in accordance with the Company's instructions, enable the Licensor to access and use the Product including, without limitation, references to "authorization codes," "unlock codes," "download codes" and similar terminology.

"Version" means a release of a Product materially different from prior releases of the same Product, as determined in the sole judgment of the Company.  The Company has the right, but not the obligation, to issue new Versions of its Products as it deems fit.

"Update" refers to changes made to a current Version of a Product, whether in form or in substance, including, without limitation, additions, deletions, and modifications.  The Company has the right, but not the obligation, to issue Updates to its Products from time to time and to make the Updates available, in whatever form and format deemed appropriate by the Company, to Licensors of the current Product Licensors as it deems fit.

"Instance" means each unique manifestation of a Product, in whatever form and format, intended for use by Licensors.

 

The Products are proprietary to EDDix which retains exclusive title and ownership of the copyrights and other intellectual property rights in the Products.  Except as otherwise expressly stated and separately and mutually agreed the nature of all commercial transactions between You and the Company are in the form of a Product use license, notwithstanding the use on the Company's web site, emails, marketing collateral and other materials of descriptions and words referring to a commercial transaction between You and the Company including the terms "purchase," "sale," "buy," and similar terms.

The Company's rights are protected by the national and state copyright, trade secret, and other intellectual property laws of the United States and international treaty provisions. You have no ownership rights in the EDDix Products. Except as expressly described herein, no part of the Products may be modified, copied, or distributed in hardcopy, electronic or machine-readable form without the prior written consent of EDDix. All rights not expressly granted to You herein are expressly reserved by EDDix. Any other use of the Company's Products by any person or entity is strictly prohibited and a violation of this Agreement.

 

EDDix is granting You a limited, non-exclusive, non-transferable license to use the a sepcific Product Version in whole or in part.  Each Product transaction is governed by the terms of a single, specific License Agreement and does not extend to any other Product or Product Version.  By using/licensing the Products, You agree to use these Products for your own personal or business use and are not purchasing the Products for resale to others. Any resale, assignment, transfer, or sublicense of Products licensed under this Agreement without the express written consent of EDDix is prohibited, void, and will automatically terminate the License granted under this Agreement.

 

Each Product License provides Licensor with a total of five (5) User Codes to be applied to an electronic Product Instance which enable Licensor to access and use a total of five (5) electronic Instances of the Product whether delivered by email, email attachment, download from the web, CD ROM, or other electronic media.  Licensor may install and access each Product Instance on a single, end-user electronic terminal device such as a desktop PC, laptop, PDA or other end-user device, each of which is licensed hereunder for the use by a single individual user.  Networked installations or other uses of the Product which provide for and/or facilitate multi-user access are expressly prohibited under this Agreement.

Each electronic Product Instance is permitted to generate a single printed Instance of the Product, in whole or in part, intended for the sole use of the individual on whose end-user terminal device the Product is installed.

Licensor is entitled to purchase up to five (5) additional printed instances of the Product directly from the Company which can be distributed to, and used by an additional five (5) unique Users.

Licensor is responsible for the compliance of all of its Users with this License Agreement.

 

From time to time and at its sole discretion, the Company may create and make available Topline Versions of its Products.  All access to, and use of the Company's Topline must comply with terms of this License Agreement except:

1.  Licensor is entitled to a single User Code.

2.  Licensor may not produce a printed Instance of the Topline.

3.  Licensor may be required to register as a Member at the EDDix website.

4.  Licensor's access to, and use of the Topline may be severely restricted to a short time frame.

5.  Other additional qualifications and restrictions may apply.

 

Only orders accompanied by valid credit card information or purchase order information will be processed. Each order must specify only one shipping address. Post Office boxes are NOT valid shipping addresses. In the event that EDDix must convert your country's currency to U.S. dollars for processing through its accounts, You agree to the conversion of your country's currency to U.S. Dollars at the time of merchant account processing and up to EDDix charging an additional 3 % of that total to cover currency conversion charges based on the applicable currency conversion rate. EDDix, LLC will only accept the form of payment as listed on the shopping cart applicable to your country of origin as to those transactions. If an order is received that is incomplete or incorrect in any way it will not be processed. EDDix will make every effort to contact You within five (5) days, however, if that can not be done, the order will be returned and destroyed.

 

EDDix attempts to be as accurate as possible. However, EDDix does not warrant that its Product descriptions or other content on its web site or other marketing collateral is accurate, complete, reliable, current or error-free. If a Product offered by EDDix is not as described, your sole remedy is to return it to the Company.

 

Licensors may use the form of payment as listed on their applicable shopping cart. The only way to place an order at EDDix is via our web site. The Company does not accept phone orders.

 

EDDix is dedicated to the satisfaction of its clients and Licensors.  If Licensor is not satisfied with any product received from EDDix, Licensor may qualify for a full or partial refund in accordance with the following terms and schedule.

Terms of Return.  To qualify for a refund, Licensor must meet the following conditions:

1.  Licensor must obtain a return authorization number ("RMA") by sending an email to rma@eddixllc.com which email must include Licensor name, date of purchase or transaction number, and reason for return.  EDDix will provide RMA and other materials referenced below by return email.

2.  Upon receipt of RMA, Licensor must return any media received from EDDix in the subject transaction including, without limitation, any printed materials, CD's, and DVD's, which media will be returned to EDDix at the address provided with the RMA at the sole cost of the Licensor.

3.  Licensor will complete a statement of return and/or destruction which will be provided with the RMA, an executed original of which must accompany the return of media or, if no media is to be returned, must be mailed to EDDix.

Refund Schedule.  Assuming Licensor has met the foregoing Terms of Return, EDDix will refund in the same form as the Licensor's original payment, an amount based upon the schedule.

As used hereunder the "Receipt Date" means the earlier of the:  (i) date of receipt of product materials by the Licensor; or, (ii) date on-line electronic access provided Licensor to product by EDDix.  Refund amounts apply only to product license fees paid and specifically do not include charges incurred.

As used hereunder, "product license fees" means license fees paid by the Licensor to EDDix in accordance with this Agreement plus any applicable taxes collected thereunder; and, the term "product license fees" specifically excludes any charges collected by EDDix for production, shipping and handling.

1.  Refund in an amount equal to 100% of product license fees if RMA request is made within 5 calendar days of Receipt Date.

2.  Refund in an amount equal to 50% of product license fees if RMA request is made within 15 calendar days of Receipt Date.

3.  Refund in an amount equal to 25% of product license fees if RMA request is made within 30 calendar days of Receipt Date.

4.  We regret that cannot provide any refund of license fees for any RMA request made beyond 30 days after the Receipt Date.

 

All transactions involving physical forms of EDDix Products including, without limitation, printed materials, CD ROM or other media licensed from EDDix are made pursuant to a shipment contract. This means that the risk of loss for such items passes to You upon our delivery to the carrier.  For all forms of Products delivered electronically whether via download, email or otherwise, the risk of loss passes to You at the time of electronic delivery.

 

PRODUCTS ARE PROVIDED BY EDDIX, L.L.C. ON AN “AS IS” AND “AS AVAILABLE” BASIS. EDDIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS WEB SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE COMPANY'S SITE AND PRODUCTS IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, EDDIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EDDIX DOES NOT WARRANT THAT ITS SITE, ITS SERVERS, E-MAIL SENT FROM EDDIX, PRODUCT DOWNLOADS, OR PRODUCTS DELIVERED ON PHYSICAL MEDIA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EDDIX WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ITS SITE OR PRODUCTS, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF ANY USE OR INABILITY TO USE THIS PRODUCT OR THE BREACH OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. LICENSOR ACKNOWLEDGES AND AGREES HEREIN THAT IN THE EVENT OF ANY DISPUTE BETWEEN THE LICENSOR AND THE COMPANY THAT THE ONLY AMOUNT OF DAMAGES THAT CAN BE AWARDED HEREIN ARE LIMITED TO THE AMOUNTS THE LICENSOR HAS ADVANCED OR PAID TO COMPANY FOR THE LICENSE OF ITS PRODUCTS.

THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THE LICENSE OF EDDIX PRODUCTS. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THIS AGREEMENT IS TO BE GOVERNED EXCLUSIVELY BY CONNECTICUT LAW. ANY DISPUTE BETWEEN THE PARTIES TO THIS AGREEMENT SHALL BE LIMITED EXCLUSIVELY TO THE LEGAL JURISDICTION OF FAIRFIELD COUNTY, CONNECTICUT . THE PARTIES EXPRESSLY AGREE TO LIMIT JURISDICTION OF ANY DISPUTES TO ARBITRATION TO BE CONDUCTED IN FAIRFIELD COUNTY, CONNECTICUT AND IN ACCORDANCE WITH THE UNIFORM RULES OF ARBITRATION.

 

We reserve the right to make changes to this License Agreement. We will alert you to any such changes by updating this License Agreement.  This License Agreement was last updated on 19 September 2004.

 

If you have any questions about our License Agreement, please contact us via email at legal@eddixllc.com.