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Terms

Please read these Terms of Service (“TOS”) carefully. Edison Live, LLC (“Edison,” “us” and “our”) provides cloud-based unified communications and collaboration services, including online meeting, video conferencing and related services, software, applications and product integrations (collectively, “EdisonLive” or “Services”). These TOS are a binding contract (the “Agreement”) between the entity that you represent (“You”), and Edison (together, the “Parties”) and the Agreement expressly incorporates by reference Edison’s Privacy Policy and Acceptable Use Policy (as referenced herein). By clicking the “I agree” button when creating your account or otherwise accessing, or using EdisonLive or otherwise registering to use the EdisonLive made available by Edison, You agree to be bound by these TOS, and all attachments, exhibits, order forms and other incorporated policies herein. These TOS affect Your legal rights and obligations, so if You do not agree to these TOS, do not use the EdisonLive. The Services are not available to any persons that are not legally eligible to be bound by these TOS.

Edison will provide and you may access and use EdisonLive, in accordance with these TOS. The services included with EdisonLive will depend on the actual plan (“Plan”) You purchase through online registration, a summary of which will be available prior to checkout and after your purchase (the “Service Summary”). The Plan you purchase and the Service Summary may contain additional terms and conditions and information regarding EdisonLive. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Plan which You choose to use, those additional terms are hereby incorporated into these TOS. You acknowledge and agree that these TOS may be modified or updated with thirty (30) days’ advance notice to You, which may be given by email or otherwise notified to You and that in the event of any modification or update, all uses of the Services will be subject to the new version of the TOS starting on the date of such updated or modified terms.

1. DEFINITIONS.

The following definitions will apply in these TOS, and any reference to the singular includes a reference to the plural and vice versa.

“Acceptable Use Policy” means Edison’s Acceptable Use Policy, which may be accessed at www.edisonlive.com/legal.

“Administrative Portal” means the online administrative portal through which You control settings and/or make additional purchases.

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party. For purposes of these TOS, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.

“Connection” means an individual user to whom the Moderator makes the Services available, and may be a natural person, and may include but is not limited to the Moderator’s employees, consultants, clients, external users, contractors, agents and end users.

“EdisonLive” means the various video conferencing, web conferencing, webinar, meeting room, screen sharing and other collaborative services offered by Edison, including related websites, products and services.

“Initial Subscription Term” means the initial subscription term for EdisonLive as specified in the Service Summary.

“Intellectual Property” or “IP Rights” means mean all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).

“K-12 Moderator” means a school, school district, or other user that hosts a Meeting as a Moderator for K-12 educational purposes.

“Law” means any federal, national, state, municipal, local, or international law, statute, regulation, code, ordinance, constitution, order, edict, guidance, or restriction; treaty or convention; or court or administrative order or ruling.

“Meeting” means a webinar or meeting hosted on EdisonLive.

“Moderators” means an individual who is an identified employee, contractor, or agent to whom You assign the right to host Meetings. A Moderator may hold an unlimited number of Meetings, but only one Meeting at a time. A Moderator subscription may not be shared or used by anyone other than the individual assigned to be a Moderator.

“Service Effective Date” means the date an Initial Subscription Term begins as specified in the Service Summary.

“Privacy Policy” means Edison’s Privacy Policy, which may be accessed at www.edisonlive.com/privacy-policy.

“Renewal Term” means the renewal subscription term for a Service commencing after the Initial

Subscription Term or another Renewal Term as specified in the Service Summary.

“Software” means any software accessed and used in connection with the Services.

“Term” means the Initial Subscription Term and all Renewal Terms.

“You” and “Your” refer to the entity subscribing to the EdisonLive services.

2. SERVICES

EdisonLive enable Moderators to schedule and start Meetings and to allow Connections to join Meetings for the purpose of collaborating using voice, video, and screen sharing functionality. Every Meeting will have one Moderator. Chat features allow for one-on-one or group collaboration. Edison will provide EdisonLive in conformity with the description on the Service Summary, the documentation on Edison’s website, and updates that are made generally available by Edison during the Term. Edison may, in its sole discretion, discontinue EdisonLive or modify the features or services of EdisonLive from time to time without prior notice. Features, functionality, and solutions associated with EdisonLive are described at www.edisonlive.com and may vary depending on your Plan.

a. Beta Services. Edison may, from time to time, offer access to services that are classified as Beta version. Access to and use of Beta versions may be subject to additional agreements. Edison makes no representations or warranties that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided “AS IS”, may contain bugs, errors or other defects, and Your use of a Beta version is at Your sole risk.

b. Additional Services. You may add to any existing Plan by purchasing additional services, ancillary services, and equipment via the Administrative Portal. Any additional charges for such purchases will be stated in the Administrative Portal at the time of purchase. Your access to and use of such additional services may require You to agree to additional terms of services, which will be incorporated into these TOS.

c. Free Trial. EdisonLive may offer a free trail with your subscription to a Plan (“Trial”). You may terminate the Trial with written notice to Edison or by terminating in accordance with Section 7 of these TOS at any time during the Trial period, if applicable, as set forth in the Service Summary. In the event of a timely termination of a Trial, You shall not owe any fees or charges for the Services being canceled in respect of any period subsequent to the date of such termination.

d. Software. To the extent use of the Services requires You to download Software, and so long as You are not in breach of these TOS, Edison grants You a revocable, non-exclusive, non-transferable limited right and license to access and use the Software, and any update thereto provided by Edison, during the Term. Edison may periodically update the Software to provide bug fixes, security patches, feature enhancements, etc., which may install automatically. In addition, to the extent any component of the Software is offered under an open source license, Edison will make such license available to You at www.edisonlive.com. These TOS do not modify or abridge any rights or obligations You may have in open source software under any open source license, and the provisions of such open source license may expressly override some of these TOS. Any provisions in these terms which differ from any open source license are offered by Edison alone and not by any other party.

e. System Requirements. Use of EdisonLive requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of EdisonLive involves hardware, software, mobile applications, and Internet access, Your ability to access and use EdisonLive may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that the system requirements for EdisonLive, which Edison may change from time to time, are Your responsibility.

f. External Calls. External calling is generally not available for Connections. Where External calls to the PSTN are available for Connections, such calling is available only for the purpose of adding Connections to existing videoconferences. 911 services are not available for You or Your Connections. You and Your Connections must have an alternative means for placing emergency calls available at all times. Meetings do not support operator-assisted calling, 311, 511 and other N11 Calling. Edison does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls).

g. K-12 Services. If You are using EdisonLive for K-12 education purposes, You must identify that You are a K-12 Moderator when setting up Your account. You acknowledge that certain features of the EdisonLive may be different or disabled if You are a K-12 Moderator

3. USE OF SERVICES AND YOUR RESPONSIBILITIES.

You and Your Connections may only use EdisonLive pursuant to these TOS and all other Edison policies, including the Privacy Policy and Acceptable Use Policy. You are solely responsible for Your and Your Connections’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each Connection’s use of EdisonLive, including but not limited to Laws related to recording, Intellectual Property, privacy and export control. Use of EdisonLive is void where prohibited.

a. Registration Information. You may be required to provide information about Yourself in order to register for and/or use EdisonLive. You agree that any such information provided shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party.

b. Your Content. You agree that You are solely responsible for the content (“Content”) sent or transmitted by You or Your Connections or displayed or uploaded by You or Your Connections in using EdisonLive and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You and Your Connections either own, control, or have the right to upload to EdisonLive the Content, including all Intellectual Property rights therein, and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Edison be liable in any way for any (a) Content that is transmitted or viewed while using EdisonLive, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, distribution of, or denial of access to Content. Although Edison is not responsible for any Content, Edison may delete any Content, at any time without notice to You, if Edison becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, EdisonLive.

c. Export of Content. You acknowledge and agree that: (i) any stored Content or other information or materials that You export from EdisonLive will not be under Edison’s control and will not be subject to or protected by Edison’s security controls; (ii) linking or integrating Your Content or other data to or with any external service, environment, account, website, social media website or repository (“Third Party Website”) (including without YouTube, Facebook, Instagram, Google Drive™, and OneDrive®) constitutes such exportation and Edison shall have no responsibility for, and makes no representation or warranty regarding, the security, privacy, or functionality of any such linked or integrated Third Part Website. You any Your Connections, as applicable, shall comply with all applicable Law relating to the use, disclosure, access, or export of Content or other data from Your account.

d. Content License. You hereby grant Edison a limited, worldwide, non-exclusive, royalty free license and right to use, host, store, reproduce, transmit, distribute, publicly perform and display Content (through all media now known or hereafter devised), and make derivative works for the purpose of (i) displaying the Content on EdisonLive; (ii) displaying the Content on Third Party Websites; (iii) promoting EdisonLive, provided that You have made the Content publicly available; and (iv) archiving or preserving the Content for disputes, legal proceedings, or investigations. The above license shall continue unless and until the Content is removed from EdisonLive, in which case the license will terminate when such Content is removed. You also grant Edison a perpetual non-exclusive license for the Content for legal/archival preservation purposes. Please note that removed Content may be cached in search engine indices after removal, that Edison has no control over such caching, and You and Connections hold Edison harmless from any such use of Content.

e. Recordings. You are responsible for compliance with all Laws regarding recording. The Moderator can choose to record EdisonLive Meetings. By using EdisonLive, You are giving Edison consent to store recordings for any or all Meetings that You host or join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If You do not consent to being recorded, You must leave the Meeting.

f. Prohibited Use. You agree that You will not use, and will not permit any Connection to use, EdisonLive to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of EdisonLive; (ii) knowingly or negligently use EdisonLive in a way that abuses, interferes with, or disrupts Edison’s networks, Your accounts, or EdisonLive; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through EdisonLive any material that may infringe the Intellectual Property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of EdisonLive; or (vi) use EdisonLive to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the Intellectual Property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of EdisonLive in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Edison or other users of EdisonLive; (viii) engage in any activity or use EdisonLive in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt EdisonLive, or any servers or networks connected to EdisonLive or Edison’s security systems; or (ix) use EdisonLive in violation of any Edison policy, including the Privacy Policy and Acceptable Use Policy, or in a manner that violates applicable Law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all applicable Laws. The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Services shall not be used for or in any high risk environment.

g. Limitations on Use. You may not reproduce, resell, or distribute EdisonLive or any reports or data generated by EdisonLive for any purpose unless You have been specifically permitted to do so under a separate agreement with Edison. You may not offer or enable any third parties to use EdisonLive purchased by You, display on any website or otherwise publish EdisonLive or any Content obtained from EdisonLive (other than Content created by You) or otherwise generate income from EdisonLive or use EdisonLive for the development, production or marketing of a service or product substantially similar to EdisonLive.

h. Edison Policies. EdisonLive may be accessed and used by You and Your Connections, including Your employees, guests, contractors, and consultants, provided that You remain responsible for compliance with these TOS and all of Edison’s policies, including the Privacy policy and Acceptable Use Policy by each Connection.

i. Disclaimer of Data Storage Responsibilities. You acknowledge and agree that: (i) neither Edison nor any Edison Affiliate or third-party service provider shall have any obligation to store, retain, back-up, or ensure the availability of any stored Content or Connections’ communications or account data; (ii) to the extent You retain any Content or Connections’ communications or account data, or other information relating to Your use of EdisonLive, You shall ensure that You store, download, save or back-up such Content, information or data, as appropriate or necessary; (iii) You shall not rely on the Services or Your account as a repository for or means by which to retain, store, or back up Content, data or information; (iv) Edison may delete or purge any and all copies and versions of any Content, data or information, without notice, including without limitation after you delete any information from an account or after termination of or closure of Your account; and (v) Edison may implement limits on the size and duration of any storage of Content, data, or information at any time.

j. Eligibility. You affirm that You are of legal age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these TOS, and to abide by and comply with these TOS.

k. Release. You hereby release, discharge, and hold harmless Edison from and against any and all liability relating to or arising from its acts or omissions in accordance with this Section 3.

4. RESPONSIBILITY FOR CONNECTIONS.

You are responsible for the activities of all of Your Connections who access or use EdisonLive and You agree to ensure that any such Connection will comply with these TOS and any Edison policies. Edison assumes no responsibility or liability for violations of these TOS or Edison’s policies. If You become aware of any violation of these TOS in connection with use of EdisonLive by any person, please contact Edison at privacy@edisonlive.com. Edison may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or user profiles. Under no circumstances will Edison be liable in any way for any data or other content viewed while using EdisonLive, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.

5. EDISON OBLIGATIONS FOR CONTENT.

Edison will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. Edison will notify You if it becomes aware of unauthorized access to Content. Edison will not access, view or process Content except (a) as provided for in these TOS and in EdisonLive’s Privacy Policy; (b) as authorized or instructed by You, (c) as required to perform its obligations under these TOS; or (d) as required by Law. Edison has no other obligations with respect to Content.

6. CHARGES AND CANCELLATION.

You agree that Edison may charge to Your credit card or other payment mechanism selected by You and approved by Edison (“Your Account”) all amounts due and owing for EdisonLive, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Edison may change prices at any time, including changing from a free service to a paid service and charging for services that were previously offered free of charge; provided, however, that Edison will provide You with prior notice and an opportunity to terminate if Edison changes the price of a Plan to which you are subscribed. When You subscribe to Services, You will provide Edison with a payment method, such as a valid credit card, and if applicable, authorize us to collect from the payment method provided. Any authorization to charge a provided credit card will remain valid until thirty (30) days after You withdraw the authorization, or immediately upon provision of a replacement valid credit card. You agree to notify us of any change to Your payment method, such as Your account number or expiration date. If the credit card on Your account is declined or fails for any reason, Edison will make reasonable efforts to contact You; however, Edison reserves the right to disconnect Your Services and terminate Your account if Your payment method is declined or fails for any reason or if You withdraw Your authorization to charge a valid credit. You agree that in the event Edison is unable to collect the fees owed to Edison for the EdisonLive, Edison may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by Edison in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that Edison may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. You may cancel your subscription at any time. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the current Subscription Term. If you cancel, you will not receive a refund for any service already paid for.

7. TERMINATION

Information on how to terminate Your Account can be found at www.edisonlive.com/account/billing/cancel. If you have purchased EdisonLive for a specific term, such termination will be effective on the last day of the then-current term. Your Service Summary may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. If You fail to comply with any provision of these TOS, Edison may terminate Your Plan and Your access to EdisonLive immediately and retain any fees previously paid by You. Sections 1 and 3 through 20, inclusive, shall survive any such termination. Upon any such termination, You must cease any further use of the EdisonLive. If at any time You no longer desire to use or access EdisonLive, Your sole remedy is to cease using EdisonLive and follow this termination process. In the event of any Trial, as described in your Service Summary, You may terminate this Agreement with written notice to Edison at any time during the Trial period.

8. PROPRIETARY RIGHTS.

Edison and/or its suppliers, as applicable, retain ownership of all proprietary rights in Edison and EdisonLive and in all trade names, trademarks, service marks, logos, and domain names (“Edison Marks”) associated or displayed in association with EdisonLive. You may not frame or utilize framing techniques to enclose any Edison Marks, or other proprietary information (including images, text, page layout, or form) without express prior written consent from Edison. You may not use any meta tags or any other “hidden text” utilizing Edison Marks without Edison’s express prior written consent.

9. COPYRIGHT

You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Edison may deny access to the Services to any You, Your Connections and any other user who is alleged to infringe another party’s copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please notify Edison at [privacy@edisonlive.com].

10. INTERNATIONAL EXPORT RESTRICTIONS.

You acknowledge that the Services, or a portion thereof, may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You and your Connections may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) You and your Connections are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea) and that you and your Connections will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (ii) You and your Connections are not identified on any U.S. government restricted party lists (including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-related lists); and (iii) that no Content created or submitted by You or Your Connections is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.

11. MODERATOR COMPLIANCE.

You represent and warrant that all use of the Services and Your account will at all times comply with all applicable Laws, including but not limited to all Laws relating to Do-Not-Call provisions; unsolicited marketing; telemarketing; faxing; email marketing; spamming or phishing; data security or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end user restrictions imposed by the United States, or foreign governments; consumer protection; pornography; trade practices; false adverting; unfair competition; anti-discrimination; harassment; defamation; Intellectual Property; or securities Laws.

12. INJUNCTIVE RELIEF.

You acknowledge that any use of EdisonLive contrary to these TOS, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Edison, its suppliers, service providers and any other party authorized by Edison to resell, distribute, or promote the Services (“Resellers”), and under such circumstances Edison, its suppliers, service providers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

13. NO WARRANTIES.

YOU UNDERSTAND AND AGREE THAT EDISONLIVE IS PROVIDED “AS IS” AND EDISON, ITS SUPPLIERS, SERVICE PROVIDERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EDISON, ITS SUPPLIERS, SERVICE PROVIDERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF EDISONLIVE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE EDISONLIVE OR THAT EDISONLIVE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF EDISONLIVE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF EDISONLIVE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF EDISONLIVE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF EDISONLIVE REMAINS WITH YOU. EDISON DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. EDISON CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF EDISONLIVE. USE IS AT YOUR OWN RISK.

14. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless Edison, its Affiliates, officers, directors, employees, consultants, agents, suppliers, service providers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from (a) Your and Your Connections’ use of EdisonLive, (b) Your or any Connections’ violation of these TOS or any infringement or violation of any third party’s rights, including any Intellectual Property rights, in connection with the use of the Service, (c) any violation of any applicable Law, (d) Your linking or export of Content to a Third Party Website, or (e) failure to promptly install any updates of any software or firmware used in conjunction with the Services, or to accept or use modified or replacement items provided by or on behalf of Edison.

15. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EDISON OR ITS SUPPLIERS, SERVICE PROVIDERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE EDISONLIVE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF EDISON, ITS SUPPLIERS, SERVICE PROVIDERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EDISON’S, ITS SUPPLIERS’, SERVICE PROVIDERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TOS OR USE OF EDISONLIVE WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR EDISONLIVE (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.

16. DISPUTE RESOLUTION.

Before filing a legal claim or proceeding against Edison, You will contact Edison’s customer support team to discuss the issue giving rise to the dispute and to seek an informal resolution. If, after using good faith efforts to resolve the dispute, Edison and You cannot agree to an informal resolution within thirty (30) days, then either party may initiate a formal proceeding.

a. Arbitration. Except as otherwise expressly permitted by these TOS or by applicable Law, You and Edison agree to settle any dispute, claim or controversy arising out of or in conjunction with these TOS (“Dispute”) that cannot be resolved informally through final and binding arbitration. Unless otherwise agreed to by You and Edison, any arbitration will be held in Denver, Colorado before a single arbitrator that You and Edison have mutually agreed upon. If the parties are unable to agree upon a single arbitrator, then one will be appointed by the American Arbitration Association (the “AAA”). Any arbitration hereunder will be conducted in accordance with the rules and regulations adopted by the AAA, including with regard to commencement and procedures. Arbitrator’s award of damages will be subject to the limits of liability as set forth in these TOS. Payment of all filing, administration and arbitrator fees, costs and expenses, including attorneys’ fees, related to this Section will be assessed in accordance with the rules and regulations adopted by the AAA. The Federal Arbitration Act and U.S. federal arbitration law apply to these TOS. Any decision or award by the arbitrator rendered in an arbitration proceeding will be final and binding on each party and may be entered as a judgment in any court of competent jurisdiction. If either party brings a Dispute in a court or other non-arbitration forum, the arbitrator or judge may award the other party its reasonable costs and expenses (including but not limited to attorneys’ fees) incurred in enforcing compliance with this binding arbitration provision, including staying or dismissing such Dispute. Any arbitration will be confidential, and neither party nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by Law or for purposes of enforcement or appeal of the arbitration award. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder will still be given full force and effect.

b. No Class Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU MAY NOT BRING A CLAIM AGAINST EDISON AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You may bring claims against Edison as an individual party only.

17. PRIVACY AND OTHER POLICIES.

Use of the Services is also subject to the EdisonLive Privacy Policy. The Privacy Policy and all policies noticed at www.edisonlive.com/legal are incorporated into these TOS by this reference. Additionally, You understand and agree that Edison may contact You via e-mail or otherwise with information relevant to Your use of EdisonLive, regardless of whether You have opted out of receiving marketing communications or notices.

18. MISCELLANEOUS.

a. Choice of Law and Forum. These TOS shall be governed by and construed under the laws of the State of Colorado, U.S.A., as applied to agreements entered into and to be performed in Colorado by Colorado residents. You consent to the exclusive jurisdiction and venue of the state courts located in and serving Denver County, Colorado and the federal courts in Denver, Colorado.

b. Waiver and Severability. Failure by either Edison or You to exercise any of its rights under, or to enforce any provision of, these TOS will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these TOS is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these TOS will remain in full force and effect.

c. General Provisions. These TOS embody the entire understanding and agreement between Edison and You with respect to the subject matter of these TOS and supersedes any and all prior understandings and agreements between Edison and You with respect to such subject matter, except that if You have executed a separate written agreement governing your use of EdisonLive, then such agreement shall control to the extent that any provision of these TOS conflict with the terms of such agreement. Edison may elect to change or supplement these TOS from time to time at its sole discretion. Edison will exercise commercially reasonable business efforts to provide notice to You of any material changes to these TOS. Within ten business days of posting changes to these TOS (or ten business days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You must discontinue using EdisonLive. If You continue using EdisonLive after such ten-business-day period, You will be deemed to have accepted the changes to these TOS. In order to participate in certain services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into these TOS. These TOS have been prepared in the English language and such version shall be controlling in all respects and any non-English version of these TOS are solely for accommodation purposes.