September 1, 2022
Welcome to the PledgX website, an online service designed and offered by PledgX Inc. for our clients. This Agreement explains our obligations as a service provider and your obligations as a User of PledgX or our Services, as those terms are defined below. IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY. If you are under the age of 18, you may not use this Site. Capitalized or italicized terms used throughout this Agreement will have the meanings specified herein, including the defined terms contained in the “Definitions” section below.
Please read this stuff or you won’t know the rules under which we will engage with you.
1. Arbitration Provision
This Agreement includes a binding mutual arbitration provision (“Arbitration Provision”) in Section 14, which requires that disputes be resolved through individual arbitration.
By using PledgX, creating, or accessing your PledgX account, including by signing in with a third-party service or partner, or by otherwise using the Services we offer, you are agreeing to be bound by the Agreement without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE AGREEMENT, OUR RULES, POLICIES, GUIDELINES OR PRACTICES, OR OUR OPERATION OF THE PLEDGX WEBSITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLEDGX WEBSITE AND/OR OUR SERVICES, UNLESS ANOTHER REMEDY IS EXPRESSLY SET OUT IN THIS AGREEMENT. If for any reason you are unable to meet all the conditions set forth in this Agreement or if you breach this Agreement, your permission to access or use our Services, any materials downloaded or printed by you, and PledgX immediately lapses.
This Agreement, is the entire agreement between you and us, and supersede all previous communications, representations, or agreements, either oral or written between you and us with respect to this subject matter.
This is important. Each time you use our Services, you’re agreeing to be bound by everything in the current Agreement. If you won’t or can’t agree to the Agreement, we can’t let you access or use PledgX. The Agreement may change in the future.
In addition to the terms defined elsewhere in this Agreement, the terms below will have the following meanings as used throughout this Agreement.
- "Authorized User(s)” means a Subscriber’s employees and Collaborators who are authorized to access PledgX and use the Services on behalf of or at the request of the applicable Subscriber.
- "Cardholder Data” means a payment card holder’s primary account number, and where a full unmasked payment card number is present, any of the payment card holder’s name, expiration date, and/or service code.
- “Collaborator” means an Entity, other than a Subscriber’s employee, such as an agent or a representative of the Subscriber, or a third-party, who is authorized to access certain parts of PledgX at the request of the Subscriber.
- “Law(s)” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, provincial, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
- "Entity" means an individual (including a sole proprietor), corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
- “Service” and “Services” mean our SaaS services, our Support, and any Additional Services we offer through PledgX from time to time.
- “Site” means this website (https://www.pledgx.com/), all related webpages, and all related websites operated by applicable subsidiaries of PledgX Inc., but does not include any third-party websites which are linked to or may link from the Site whether or not such third-party websites are used in connection with the Services.
- “Subscriber” means any Entity who maintains an account with us through which that Entity or its Authorized Users access PledgX or use the Services.
- “Support” means any technical support and assistance we provide to Users.
- “User(s)” means any Subscriber, Authorized User, or other Entity who visits, accesses, or uses PledgX or the Services.
- “PledgX” means the Site and all mobile applications or any other software or applications that are associated with the Site or Services.
- “PledgX Inc”, “we”, “us” and “our” each mean PledgX Inc. and its applicable subsidiaries that assist in providing PledgX or the Services, including their respective direct and indirect parents, subsidiaries, affiliates, partners, service providers, suppliers, and contractors as well as the predecessors, successors, assigns, officers, directors, agents, or employees.
- “PledgX Pros” means the Entities who have voluntarily registered with us to be listed on the Site as members of the PledgX Pro Network in order to offer, for their own accounts, various technical support, consulting, proposal writing and brokerage services to Subscribers.
- “PledgX Pro Network” means the online community of PledgX Pros listed on the Site from time to time.
- “You” and “your” means any Entity who visits the Site or uses PledgX or the Services, whether such Entity is a Subscriber, Authorized User, or other User.
This is to explain what each Term used in the rest of the Agreement means.
3.1 License Grant
PledgX grants you a non-exclusive, non-transferable limited license to use PledgX, the Services and related resources for your business in accordance with this Agreement. You agree not to infringe on our intellectual property rights or the intellectual property rights of any third parties with whom we have business relationships, and you will comply with the terms of any applicable license agreements.
We’d love for you to use PledgX, but you’re just using it. We still own it.
3.2 Consent to Electronic Delivery
You agree that this Agreement and any Communications that we may provide to you from time to time comply with the requirements of any applicable Law regarding the effectiveness of electronically executed contracts or electronically delivered documents, including the requirement that such contracts or documents are in writing, and are capable of being retrieved, reviewed, printed and stored for further use by you.
By accepting this Agreement, you agree and consent to receive electronically all communications, contracts, disclosures, and other communications that we provide in connection with your account and your use of PledgX or the Services (collectively, “Communications”). Communications include but are not limited to:
- invoices, payment receipts or confirmations;
- communication in relation to accounts, including overdue subscription payments (which may also be by phone, and may be made by PledgX or by anyone on its behalf, including a third-party collection agent);
- qualifications statements and resumes; and
- any other reports and material you download from the Site.
We will provide Communications to you by email, addressed to you at the primary email address listed in your account registration, which email may include a link or instructions how to access the Communication on a website, or (if permitted by applicable Law) by posting them on the Site. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Site. You further agree that your electronic signature has the same effect as your manual, physical signature.
By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your account at a later date.
We’re going to communicate electronically with you, in most cases by email. It’s your responsibility to ensure you can receive emails from us (i.e. identify us as trusted sender in your spam filters) and send emails to us.
3.3 How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us through Customer Support. If you withdraw your consent to receive Communications electronically, PledgX may deny your registration for an account, restrict or close your account, or charge you additional fees for paper copies.
If you decide that we can no longer communicate by email, let us know and we’ll stop. If that happens, we might not be able to work together anymore.
You may authorize Collaborators to access and use certain parts of PledgX on your behalf via the Collaborator functionality available in PledgX. Collaborators, like other Authorized Users, will have access to your information and will have the ability to perform various tasks as instructed by you, such as creating statements, submitting reports or any other tasks that you may authorize them to do. If you administer your PledgX account on behalf of a business or corporation, you represent and warrant that you have the right to provide access to your Collaborators.
You can invite a Collaborator to work with you in PledgX. If you do, they can see your data and sometimes do things with it. Please only grant Collaborator access if you have permission to do so.
3.5 Changes to PledgX
We may, without notice or liability, add, discontinue or revise any aspect, mode or design of PledgX or the Services, such as the scope of the Services, time of service, or to the software/hardware required for access to PledgX or the Services. We may also limit the geographic locations or jurisdictions where certain Services may be available.
Sometimes things change, including PledgX.
3.6 Limited Remedies
Should there be a failure or error, omission, defect, deficiency, delay causing downtime, or inability to access PledgX or the Services for any length of time, including as a result of the permanent termination of Service, you acknowledge and agree that, to the fullest extent permitted by applicable Law and except as otherwise expressly set out in this Agreement, your only remedy for any error, omission, defect, deficiency, delay or other failure of PledgX or the Services whatsoever is to discontinue using PledgX and the Services.
If the service we provide is less than awesome, your recourse is to stop using PledgX.
3.7 Information You Provide
You assume sole responsibility for any information, data, documents or materials used, disclosed, entered into, uploaded to or created using PledgX or in connection with the Services and you shall ensure that it is accurate, reliable and complete and does not violate our content guidelines. We accept no responsibility for the accuracy of any information, data, documents, or materials entered into or created using PledgX or the Services except as otherwise set out herein. The input, posting or uploading of any information to PledgX and the storage of any information, data, documents or materials in PledgX by us does not constitute our endorsement or warranty as to the compliance of such information or materials with applicable Law, or to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
This is software that uses information as provided to us. If you put the wrong information in, PledgX cannot be responsible for the wrong information coming out. We will not be checking your work. Even if your information is correct, we aren’t going to certify that you’ve done what other parties expect you to have done.
3.8 Consent to Monitoring
You authorize us, our service providers and their vendors and subcontractors to monitor your account and your use of PledgX and the Services.
3.9 Compliance with Privacy & Data Security Laws
You represent and warrant that you have obtained all required consents and you comply with all applicable Laws, including, without limitation, all privacy Laws, in connection with any use and disclosure of information relating to your use of PledgX and the Services.
3.11 Other Information You Provide Us
PledgX may ask that you assist with any requests by Entities whose information you’ve disclosed to us to access or update their information, and you agree to do so.
4. Conditions of Usage
PledgX and the Services are for use by businesses and not for personal, family, or household purposes. You agree to use PledgX and the Services only for the purposes for which they were intended and only in accordance with this Agreement.
By creating or accessing a PledgX account, including by signing in with a third-party service or partner, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of PledgX or the Services. You also will select a password when you create an account. You are responsible for keeping your password, account details, and all information required in connection with your use of PledgX or the Services (e.g., personnel information) confidential and up to date.
If you are not the business owner and are registering a PledgX account on behalf of a business, you represent and warrant that you have been authorized and directed by your business's principals to create the account and that you have provided us with the business contact information of at least one other individual. If you leave the business and your business’s principal contacts us we may be required to provide access to their PledgX account. You agree to hold harmless and release PledgX Inc from any liability if we do so.
When you create an account, don’t provide false information about you or the business you represent. If you are not the owner(s), make sure that the business owner(s) know that you are creating an account for the business.
5. Unauthorized Use
You are entirely responsible for any activities that occur under your PledgX account. You agree to notify us immediately of any unauthorized access to or use of your account. You understand and agree that you are liable for unauthorized use of your PledgX account. You agree to hold harmless and release PledgX Inc from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify PledgX Inc for any damages, third-party claims or liabilities whatsoever that PledgX Inc may incur as a result of activities that occur on or through your PledgX account, whether or not you were directly or personally responsible.
You’re responsible for what happens in your PledgX account. If someone gets hold of your password and does something to your account, it is your responsibility to deal with.
6. Service Plans and Payments
6.1 Service Plans
PledgX offers one or more Service Plans as described on the Pricing page on the platform. You will receive Services based on the Service Plan that you subscribe to. All Services received by you will be governed exclusively by this Agreement and the applicable features of the Service Plan. In the event of a conflict between the terms of a Service Plan and this Agreement, the terms of the Service Plan shall take precedence.
6.2 Payment upon Subscription
6.3 Payment against Invoice
In certain instances, PledgX may invoice Subscribers for the fees applicable for the selected Plan. If you were offered to pay against an invoice, you will be allowed access to the Services available under the selected Plan only upon payment of such invoice. Except as expressly provided otherwise, all fees are non-refundable.
6.4 Payment Currency
You may choose either Canadian Dollars or United States Dollars as your subscription currency. Once a currency is selected, payment upon subscription or against invoices must be paid in the selected currency. You cannot change the currency of your subscription after the first payment.
PledgX will include applicable Sales Tax on all fees charged to Subscribers in Canada as applicable to their province of residence. Subscribers in other countries will be responsible for payment of all sales, service, use and excise taxes, value added taxes (VAT), duties, and similar charges imposed by any federal, state, provincial, or territorial government or regulatory authority relating to their payment for subscription and use of PledgX.
7. Data and Rights
7.1 Intellectual Property
PledgX and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up PledgX and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within PledgX, or constitute the Services, are proprietary and confidential to PledgX. The usage of PledgX or our Services does not constitute a sale or transfer of any intellectual property rights to any Users. Without any prejudice to the foregoing, your data, information and other content you provide to us or input using PledgX and the Services remains exclusively yours. Any Subscriber information or data entered using PledgX or otherwise provided for accessing PledgX on behalf of a Subscriber remains the property of the Subscriber. You hereby grant to PledgX, which PledgX hereby accepts, a worldwide, perpetual, royalty free, nonexclusive right and license to use all data, information and content provided in connection with your use of PledgX and the Services for any uses reasonably related to the delivery of PledgX or the Services.
Materials on and relating to PledgX, including the content of PledgX and any software downloaded from PledgX, are protected by copyright Laws. PledgX reserves all rights in and to such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of PledgX or any content therefrom without our express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to PledgX.
PledgX has rights to several trademarks which it uses in connection with the operation of PledgX or the Services. PledgX does not grant any Users any right or license to use the PledgX trademarks or any logo, trade name or other intellectual property other than as expressly set out in this Agreement or in another license between you and us.
You own all your data, and you give us permission to do things with your data like generate qualifications statements or scores for you. We own everything we’ve created ourselves. Permission to use PledgX is not permission to copy our software or use our trademarks.
8. Prohibited Use
You shall access the information stored using PledgX or the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to civil liability, criminal liability, or both.
You shall not publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or could reasonably be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or that any reasonable individual would consider objectionable on grounds of good conscience.
No User shall use any means to restrict or prevent another User from accessing or enjoying PledgX.
You are not permitted to upload information or other content to PledgX that you reasonably ought to know infringes on the intellectual property rights of others, or that places unnecessary load so as to affect the performances of PledgX, the Services or our systems and equipment. You may not use PledgX and the Services in a manner which could block access to, impair, damage or otherwise disable PledgX or any of our servers or other equipment. You may not attempt to gain unauthorized access to PledgX or to any other Subscribers’ accounts, computer systems or networks through any means such as password mining, keystroke logging or hacking. You shall not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable Laws.
You may not lease, sell, pledge, sublicense, assign or otherwise deal with PledgX or the software belonging to PledgX in a manner that is inconsistent with our intellectual property rights in and to PledgX and the software.
You may not promote any commercial interest, falsify or delete any information on PledgX, collect personal information without express authority to do so, violate any applicable Laws, create a false identity or utilize PledgX under false pretenses.
You’re not allowed to use PledgX to do or help anything illegal or bad. Don’t do anything that gets in the way of other PledgX customers. Don’t upload things that don’t belong to you. Don’t try to break anything. Don’t try to get into PledgX’s secure machines and systems, or anyone else’s account. PledgXQualify belongs to PledgX; don’t try to sell it or pretend that you own it.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND ALL USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE PLEDGX INC FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, OR COSTS OF ANY NATURE OR KIND (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED IN ANY MANNER WHATSOEVER WITH THIS AGREEMENT OR THE USE, OR INABILITY TO USE, PLEDGX OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, (I) THE PRO NETWORK AND THIRD-PARTY SERVICES; (II) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; OR (III) LOSS OF DATA, ERROR, INACCURACY OF DATA, DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS REGARDLESS OF WHETHER ANY SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PLEDGX INC BE LIABLE TO YOU, ANY USERS, OR ANY THIRD-PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, PLEDGX OR THE SERVICES, EVEN IF PLEDGX INC HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT OR OTHERWISE. ACCESS TO, AND USE OF, PLEDGX AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
SOME JURISDICTIONS INCLUDING STATES SUCH AS NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF YOU LIVE IN ONE OF THESE JURISDICTIONS, THE ABOVE LIMITATION OR EXCLUSION DOES NOT APPLY TO YOU.
OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PLEDGX INC MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING PLEDGX OR THE SERVICES. WITHOUT LIMITING THE PRECEDING SENTENCE, YOU AND ALL USERS AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM YOUR LICENSE AND USE OF PLEDGX AND THE SERVICES.
SOME JURISDICTIONS, INCLUDING NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES. IF YOU LIVE IN ONE OF THESE JURISDICTIONS, THE ABOVE LIMITATIONS DO NOT APPLY TO YOU AND IN SUCH CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE YOU FIRST ACCESSED OR USED PLEDGX OR THE SERVICES.
YOU AND THE USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT PLEDGX AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND YOU AND THE USERS AGREE TO USE PLEDGX, THE SERVICES, ANY THIRD-PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO PLEDGX OR THE SERVICES AT YOUR OWN RISK. YOU AND THE USERS AGREE TO DETERMINE THE SUITABILITY OF PLEDGX AND SERVICES FOR THE INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING PLEDGX AND THE SERVICES.
YOU AGREE THAT THE ESSENTIAL PURPOSES OF THIS AGREEMENT MAY BE FULFILLED EVEN WITH THESE LIMITATIONS ON LIABILITIES. YOU ACKNOWLEDGE THAT PLEDGX WOULD NOT BE ABLE TO OFFER THE PRODUCTS AND SERVICES ON AN ECONOMICAL BASIS WITHOUT THESE LIMITATIONS.
All Caps – looks important! You agree that the only parts where PledgX accepts liability are those places above where we explicitly say so.
10. Termination of Service
10. 1 Termination by PledgX
PledgX may terminate your subscription, this Agreement and your use of PledgX and the Services at any time and for any reason, with or without notice, if you breach this Agreement or we suspect you of fraud or suspect that your PledgX account has been compromised in any way.
PledgX may also terminate your subscription, this Agreement and your use of PledgX, if you: (i) become insolvent or admit your inability to pay your debts generally as they become due; (ii) become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not fully stayed within 10 business days or is not dismissed or vacated within 30 days after filing; (iii) are dissolved or liquidated or take any corporate action for such purpose; (iv) make a general assignment for the benefit of creditors; or (v) have a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business.
If you break the rules, we can close your PledgX account(s).
10. 2 Termination by You
You may terminate your subscription, this Agreement and your use of PledgX by following the “Cancel” instructions found on your subscription management page. Such termination is normally effective at the end of your then current subscription. If You would like to terminate your subscription immediately and delete your account, cease using PledgX and Contact Us to delete your account. We may at our option immediately block your access to PledgX.
The Arbitration Provision will survive the termination of this Agreement.
You can unsubscribe - anytime you want.
11. Ownership and Disclosure of Information
You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Services and PledgX. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
- For the purposes of fraud prevention and law enforcement;
- To comply with any legal, governmental or regulatory requirement;
- To our lawyers in connection with any legal proceedings; and
- To comply with a court order.
We want you to be in control of all your data. You own it. We do not. We won’t disclose personally identifiable info except in cases like those below:
- To uphold our obligation to law enforcement;
- If we’re required by law;
- When we talk to our own lawyers; and
- If we’re required by Law to divulge your info, or in any cases outlined above, we’ll do our best to let you know ASAP and allow you to have your say about it.
12. Third Party Links, APIs and Content
When using PledgX or the Services, you may be directed to websites maintained by other third-party service providers. In addition, some of the functionality of the Services and PledgX interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Stripe.
The availability of such third-party services (including their APIs) in connection with PledgX does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third-party provider or its products or services. If at any point such third-party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third-party services or any our Services (that are dependent on such third-party services) without providing you with any refund, credit or other compensation. Your only recourse is to terminate your subscription and cease using PledgX and the Services.
You acknowledge that such third-party sites and services are completely independent of PledgX and as we have no control over them, we accept no liability in respect of your use, ability or inability to use any third-party sites or services or the content of such sites or services. You acknowledge that any use of the products and services offered by such third-party services providers (e.g., for the purposes of payment processing) will be at your sole risk. You acknowledge that use of such third-party service providers and their websites and services is, except where prohibited or modified by applicable Law, subject to the terms, conditions and policies established by the third-party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any liability or loss arising out of your use of, or inability to use, the products and services of third-party service providers whether or not such use is ancillary to your use of PledgX. If you authorize us to do so, we may grant third parties' access to some or all (depending on the permission you give) of your private data, content and information in your PledgX account through our own API for use in connection with their services. However, we may at any time in our discretion and without notice to you, discontinue providing our API to such third-party services, without providing you with any refund, credit or other compensation. Your only recourse is to terminate your subscription, this Agreement and cease using PledgX and the Services.
If you find a link to something in PledgX, or use a service that relies on an API, including advertising links, we can’t be responsible for what other people or companies are saying or doing.
13. Force Majeure
We will not be liable for any delay or failure in our performance of the Agreement by reason of the occurrence of an unforeseen event beyond our reasonable control, including but not limited to, acts of God, natural disasters, pandemics, power failures, server failures, third-party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
If things outside of our control interrupt PledgX or the Services, PledgX Inc is not liable.
14. Arbitration (“Arbitration Provision”)
THIS SECTION AFFECTS YOUR RIGHTS. PLEASE READ IT CAREFULLY BEFORE AGREEING TO THESE TERMS. IF YOU ARE A CANADIAN CUSTOMER, PLEASE REFER TO PARAGRAPH 9 BELOW.
You and the Covered Parties (defined below) agree that any and all disputes and claims between you and the Covered Parties will be resolved by binding individual arbitration. All issues are for the arbitrator to decide, except for those issues relating to the arbitrability of disputes and the validity, enforceability, and scope of this arbitration provision, including the interpretation of paragraph 14.7 below, must be determined by a court and not an arbitrator. For purposes of this Arbitration Provision, references to “you” include your direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them; references to “Covered Parties” include PledgX Inc, their respective direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them. This agreement to arbitrate includes, but is not limited to, all claims arising out of or relating to any aspect of services provided by PledgX, whether based in equity, contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise prior to, during, or after the termination of any service.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COVERED PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, REPRESENTATIVE, JOINT OR CONSOLIDATED ACTION IN COURT OR IN ARBITRATION.
You and the Covered Parties agree that nothing in this Arbitration Provision will be deemed to waive, preclude, or otherwise limit your or the Covered Parties’ right to (i) elect that an individual claim be decided in small claims court as long as it is brought and maintained as an individualized claim, or (ii) bring issues to the attention of federal, state, provincial, or local agencies.
14.3 PRE-ARBITRATION NOTICE OF DISPUTE
A party who intends to seek arbitration must first mail a written Notice of Dispute (“Notice”) to the other party. The Notice to the Covered Parties should be addressed to: Attention: Notice of Dispute, PledgX Inc. 295 Hagey Blvd, 1st Floor, Waterloo, ON N2L 6R5. The Notice must be on an individual basis and provide at least the following information: (a) the claimant’s name, telephone number, and e-mail address; (b) the nature or basis of the claim or dispute; and (c) the specific relief sought. If the dispute is not resolved within 60 days after the Notice is received, then you or the Covered Parties may file an arbitration. The existence or substance of any settlement discussions shall not be disclosed.
14.4 ARBITRATION RULES
Any arbitration between you and the Covered Parties will be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), or if the AAA determines that you are not a consumer, the AAA’s Commercial Arbitration Rules, as modified by this Arbitration Provision or any other instructions that the parties may agree upon at the time (collectively, the "AAA Rules"), and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. If AAA is unavailable or unwilling to administer the arbitration consistent with this Arbitration Provision, the parties shall agree to, or the court shall select, another arbitration provider. The arbitrator will be either a retired judge or an attorney specifically licensed to practice law in the state of your residence and selected by the parties from the arbitration provider’s national roster of arbitrators. The arbitrator will be selected using the following procedure: (1) the arbitrator provider will send the parties a list of five candidates meeting this criteria; (2) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the arbitration provider within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (3) the arbitration provider shall appoint as arbitrator the candidate with the highest aggregate ranking; and (4) if for any reason the appointment cannot be made according to this procedure, the arbitration provider will provide the parties a new list of five candidates meeting the above criteria until an appointment can be made.
14.5 ARBITRATION COSTS
Payment of all filing, administrative, arbitrator, and hearing fees will be governed by the applicable AAA rules. If you inform us that you cannot afford to pay your share of the fees, we will consider advancing those fees on your behalf. In addition, if the AAA concludes that its Consumer Arbitration Rules apply, we will reimburse you for your share of the fees at the conclusion of the arbitration (regardless of who wins) unless (i) you failed to comply with paragraph 14.3 above or paragraph 14.7 below, or (ii) either the substance of your claim or the relief you sought was determined to be frivolous or brought for an improper purpose as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), in which case the payment of fees will be governed by the AAA Consumer Arbitration Rules and you agree to reimburse the Covered Parties for all fees advanced on your behalf.
Any arbitration hearings will take place in the county of your billing address.
14.7 NO CLASS OR REPRESENTATIVE CLAIMS
All arbitrations will proceed on an individual basis and may not proceed in any manner as a class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance unless all parties consent in writing. YOU AND THE COVERED PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND IN DOING SO WAIVE THE RIGHT TO A TRIAL BY JURY OR TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. The arbitrator is empowered to resolve the dispute with the same remedies and defenses available in court, but the arbitrator’s rulings or any relief granted must be individualized to you and will not apply to or affect any other Entity or company. If a court decides that applicable Law precludes enforcement of any of this paragraph’s limitations as to a particular claim or any particular request for a remedy for a claim (such as a request for public injunctive relief), then only that particular claim or only that particular request for a remedy (and only that particular claim or particular request for a remedy) must remain in court and be severed from any arbitration.
14.8 OTHER TERMS AND INFORMATION
This Arbitration Provision will be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal Law. Except as set forth above in paragraph 7, if any portion of this Arbitration Provision is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Provision. This Arbitration Provision supersedes any prior arbitration agreement between you and the Covered Parties. No arbitration award or decision will have any preclusive effect as to any issues or claims in any dispute, arbitration, or court proceeding where any party was not a named party in the arbitration, unless and except as required by applicable Law.
14.9 ARBITRATION FOR CANADIAN CUSTOMERS
Any claim between you and the Covered Parties (defined below) must be referred to private and confidential arbitration before a single arbitrator chosen by the parties. For purposes of this provision, references to “you” include your direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them; references to “Covered Parties” include PledgX Inc., its respective direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them. Notice to arbitrate a claim against the Covered Parties should be addressed to: PledgX Inc. 295 Hagey Blvd, 1st Floor, Waterloo, ON N2L 6R5. The arbitration will be conducted in accordance with the current rules of the Canadian Arbitration Association as found here. Additionally, you waive any right you may have to start or participate in any class action against the Covered Parties, and you agree to opt out of any class proceeding against the Covered Parties.
This section affects your rights to file suit as you will be agreeing to resolve disputes by arbitrating them on an individual basis – please read it carefully and thoroughly before agreeing to this Agreement.
Except as otherwise provided in the Arbitration Provision, all provisions of this Agreement, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of the provisions of this Agreement should be determined by a court of competent jurisdiction to be unenforceable, the remaining provisions of the Agreement shall survive and remain in full force and effect and continue to be binding and enforceable.
If we made a mistake in one section it shouldn’t affect the whole document. If you find an error in these terms, the rest of the terms are still in effect except as otherwise stated in the Arbitration Provision.
16. Governing Law
If you reside in the United States, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the Laws of the state in which you accepted this Agreement, except as otherwise provided in the Arbitration Provision. Otherwise, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of Law or conflicts of Law principles that would require application of the Law of a different jurisdiction.
If you reside in the United States, the Law of the state in which you accepted this Agreement governs this Agreement and anything that affects it, except as provided in the Arbitration Provision. Otherwise, the Laws of Ontario and Canada govern this Agreement and anything that affects it.
17. Legal Status of PledgX Inc.
The websites www.PledgX.com, qualify.PledgX.com, www.PledgX.ai, and www.PledgX.ca, and the names PledgX, PledgXQualify, pledgXai, PledgXRecommend, PledgXScore and PledgXApp are property of PledgX Inc. a company incorporated under the Canada Business Corporations Act.
Our official name is PledgX Inc., and all of PledgX’s stuff belongs to that company. We’re a Canadian company, and we are sorry if you didn’t like us, but business is business eh!
You and we expressly acknowledge and agree that this Agreement and all related agreements, schedules, materials, licenses and policies are to be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s’y rattachant soient rédigés en anglais.
We do business in English.
19. Information Received from Third Party Services
We are not obligated to review the information for any purpose, including, but not limited to, its accuracy. You are responsible for ensuring the accuracy, completeness and timeliness of any information provided to us or any third-party service providers in connection with PledgX or any of the Services.
If you wish to connect PledgX with your Surety provider, you are giving us (and our appropriate partner) the authority to get your data from your Surety provider.
20. Registration Information
You and your Authorized Users are responsible for maintaining the confidentiality and security of usernames, passwords and other access credentials which allow the use of PledgX and access to the Services. You understand and agree that you are liable for unauthorized use of your account.
You’re the only one who knows your password, so keep it a secret! If someone gets hold of your password and does something to your account, we’re sorry but that’s your fault.
21. Consumer Issues
You acknowledge and agree that you will only use PledgX and the Services for business purposes and not for personal, family or household purposes.
PledgX is made for businesses.
22. No Waiver
No delay or omission to exercise any right or remedy accruing upon any breach or default under this Agreement will impair any such right or remedy nor will it be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, and no single or partial exercise thereof will preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default will operate or be construed as a waiver of any subsequent breach or default.
From time to time, PledgX may pay penalties or waive some of our rights, as defined in these Terms. This doesn’t mean PledgX waives its rights in any other circumstances and shouldn’t be interpreted as an indicator of future behavior.
23. Digital Millennium Copyright Act
23.1 Copyright Infringement
Some of the content provided on PledgX from time to time may be contributed by Users. You shall comply with the relevant sections above that outline permitted uses and copyright requirements, some of which may be changed from time to time, including our rule against infringing upon other peoples’ copyrighted materials.
If you believe your copyright in any work has been infringed and such work is accessible through PledgX, you may notify PledgX copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA”) for notice of claims of copyright infringement here:
Attention: Copyright Agent
PledgX Inc., 295 Hagey Blvd, 1st Floor, Waterloo, ON N2L 6R5, Canada
You agree not to infringe on other people’s copyrights. If someone is infringing on your copyright, please let us know.
23.2 Procedure for Counter-Notification
If material that you have posted to PledgX has been taken down, you may file a counter-notification by contacting PledgX copyright agent, who can be reached as above. Your counter-notification must contain the following details:
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
- A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
- Your name, address and telephone number;
- Except as otherwise provided in the Arbitration Provision, a statement that, notwithstanding the choice of Laws and venue otherwise set out herein, you consent for the purposes of this counter-notification and other proceedings under the DMCA to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for the jurisdiction of the Courts of the Province of Ontario in the City of Toronto, Canada, and that you will accept service of process from the Entity who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
- Your physical or electronic signature.
If, following a complaint, we took something down that belongs to you, and you want it back up, follow these instructions.
23.3 Liability for Damages
NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COSTS AND ATTORNEY'S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER'S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).
We will terminate the PledgX accounts of Subscribers who are repeat infringers. If you believe another Subscriber is a repeat infringer, please notify our copyright agent, identified above and provide information to allow our copyright agent to identify the repeat infringer.