1. Site Content
1.1 Edwin Content. The information and materials, including, without limitation, HTML, texts, audio, music, videos, photos, graphics, messages, tags, interactive features, white papers, press releases, data sheets, product descriptions, software, code, scripts, data and FAQs and other content (collectively, "Content") available on the Site, excluding Third Party Content (collectively, "Edwin Content"), are the copyrighted works of Edwin, and we expressly retain all right, title and interest in and to the Edwin Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Use, any use of the Edwin Content may violate copyright and/or other applicable laws.
1.2 Third Party Content. In addition to Edwin Content, the Site may contain Content provided to us by third parties or posted onto the Site by third parties (collectively, "Third Party Content"). Third Party Content is the copyrighted work of its owner, who expressly retains all right, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Use, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.
1.3 Limited Site Content License. Edwin grants you the limited, revocable, non-transferable, non-exclusive right to use the Edwin Content and Third Party Content (collectively, "Site Content") by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, educational, or other non-commercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format. No other use of the Site Content is authorized. Except as specified above, nothing contained herein shall be construed as conferring by implication, or otherwise any license or right under any patent, trademark, copyright or any other intellectual property right of Edwin or any third party. All Site Content is provided for informational purposes only.
1.4 Trademarks. Edwin, the Edwin Logo and all Edwin product names are trademarks and service marks of Edwin (collectively "Edwin Trademarks") and third party logos and product names are trademarks and service marks of third parties (collectively "Third Party Trademarks") and nothing in these Terms of Use shall be construed as granting any license or right to use the Edwin or the Third Party Trademarks without prior written consent of the trademark owners.
1.5 Monitoring of Site and Site Content. Edwin reserves the right, but does not undertake the obligation, to monitor use of the Site or any Site Content, and to investigate and take appropriate legal action against any party that uses the Site or any Site Content in violation of these Terms or applicable law. Edwin reserves the right to accept, reject or modify any Site Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content.
1.6 Accuracy of Promotional Content. While Edwin strives to ensure that all information on the Site regarding our platform and services is accurate and current, the Site is for informational and promotional purposes only. Product features, specifications, and availability are subject to change without notice. Any reliance you place on Site Content is strictly at your own risk. For definitive information about our Platform and services, please contact us directly or refer to your written service agreement with Edwin.
2. Using the site
2.1 Access. Subject to these Terms, Edwin grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Site and all Site Content solely for lawful purposes and in accordance with these Terms. You acknowledge that the Site is a marketing and informational website promoting our municipal treasury platform and related services.
2.2 Restrictions. You agree not to, and will not permit others to, access or use the Site or any Site Content to: (i) violate or attempt to violate the security of the Site or Edwin's system or network security in any way; (ii) violate any applicable federal, state, local or international law or regulation; or (iii) use any automated system (including robots, spiders, or scrapers) to access the Site without our prior written permission
2.3 No Platform Access. These Terms govern your access to and use of the Site only. The Site is a marketing and informational website that describes and promotes the Platform and related services. Access to and use of the Platform requires a separate written service agreement with Edwin. Nothing in these Terms shall be construed as granting you any right, license, or access to the Platform, and your use of the Site does not create any contractual relationship with respect to the Platform.
3. Contact information and usage data
3.1 Contact Information. When you submit contact information through the Site (such as through contact forms, newsletter signups, or demo requests), Edwin's Privacy Policy www.edwingov.com/privacy governs how Edwin treats your personal information and protects your privacy. You acknowledge that you have read and agree to the use of your data as outlined in Edwin’s Privacy Policy.
3.2 Security. Edwin will maintain administrative, physical, and technical safeguards to protect contact information and personal data in accordance with our Privacy Policy and applicable data protection laws.
3.3 Contact Information Ownership. You retain all ownership rights in and to any contact information or other data you submit through the Site ("User Data"). By submitting User Data through the Site, you grant Edwin a limited, non-exclusive right to use your contact information to respond to your inquiries, provide you with information about our services, and for other purposes described in our Privacy Policy. If you are submitting contact information on behalf of another party or organization, you represent and warrant that you have all rights and authority necessary to do so.
3.4 Usage Data. We may collect and analyze data relating to your access and use of the Site, including page views, click patterns, time spent on pages, browser information, device information, and interaction patterns. We may use this usage data to monitor Site performance, improve Site functionality, understand user interests, and generate aggregated analytics, provided that such data is used in accordance with our Privacy Policy and does not personally identify you except as permitted by applicable law.
4. Intellectual Property
4.1 Intellectual Property. These Terms grant you the right to access and use the Site for informational purposes, but do not convey any license or ownership interest in the Site Content or any underlying technology. We and our licensors retain all rights, title, and interest in and to the Site, Edwin Content, and all related intellectual property, technologies, interfaces, documentation, and content. For the avoidance of doubt, these Terms do not grant any rights or licenses with respect to the Platform, which is governed by separate written agreements.
4.2 Feedback. We welcome suggestions, ideas, improvements, or recommendations provided by you relating to the Site or, based on information available on the Site, our Platform or services (“Feedback”). By submitting any Feedback, you agree that we may use such Feedback without restriction. You assign to Edwin all rights, title, and interest in and to any feedback you submit. Where assignment is not permitted by law, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and incorporate your Feedback into the Site, Platform, or other products without compensation or attribution. We are under no obligation to use or act on any Feedback.
5. Disclaimer of Warranties
5.1 Disclaimer of Warranties. THE SITE AND ALL SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDWIN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. EDWIN MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE WILL BE SECURE, UNINTERRUPTED, TIMELY, ERROR-FREE, OR MEET YOUR EXPECTATIONS. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS.
THE SITE IS FOR INFORMATIONAL PURPOSES ONLY. ALL SITE CONTENT IS PROVIDED FOR INFORMATIONAL AND PROMOTIONAL PURPOSES REGARDING EDWIN'S MUNICIPAL TREASURY PLATFORM AND SERVICES. WHILE EDWIN STRIVES TO ENSURE THAT INFORMATION ABOUT OUR PLATFORM AND SERVICES IS ACCURATE AND CURRENT, EDWIN MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY SITE CONTENT. PRODUCT FEATURES, SPECIFICATIONS, PRICING, AND AVAILABILITY DESCRIBED ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE. ANY RELIANCE YOU PLACE ON SITE CONTENT IS STRICTLY AT YOUR OWN RISK. NOTHING ON THE SITE CONSTITUTES FINANCIAL, INVESTMENT, LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE.
5.2 Assumption of Risk. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT EDWIN SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM: (I) ERRORS, OMISSIONS, INACCURACIES, OR DELAYS IN SITE CONTENT; (II) MALICIOUS SOFTWARE, VIRUSES, OR SYSTEM COMPROMISE ARISING FROM YOUR ACCESS TO THE SITE OR THIRD-PARTY LINKS; (III) TECHNICAL ISSUES, BUGS, GLITCHES, OR FUNCTIONAL INACCURACIES ON THE SITE; OR (IV) SUSPENSION, TERMINATION, OR RESTRICTION OF YOUR ACCESS TO THE SITE.
6. Indemnification
6.1 Indemnification. You agree to indemnify, defend, and hold harmless Edwin, its Affiliates, and each of their respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your breach of these Terms of Use; (ii) your use of the Site in violation of any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (iv) any User Data or other content you submit through the Site.
7. Limitation of Liability
7.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EDWIN, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES BE LIABLE (I) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF EDWIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE, OR (II) DIRECT DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.
7.2 Essential Basis for the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND EDWIN AND THAT EDWIN WOULD NOT PROVIDE ACCESS TO THE SITE TO YOU WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS.
8. Miscellaneous
8.1 Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. You and EDWIN agree that any legal action or proceeding arising under or related in any way to these Terms will be brought in the state or federal courts of appropriate jurisdiction located in Santa Monica, California and venue will be proper in that court.
8.2 Updates to Terms. Edwin may update these Terms at any time by posting revised Terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms.
8.3 Force Majeure. Edwin will not be responsible for failure or delay in providing access to the Site if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by Edwin; government restrictions; pandemic; or other event outside the reasonable control of Edwin. Edwin will use reasonable efforts to mitigate the effect of a force majeure event and restore Site availability.
8.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
8.5 Compliance with Laws. We will comply with all applicable U.S. state and federal laws and international laws in our operation and our operation of the Site. We reserve the right to disclose any information as necessary to comply with legal obligations, including laws, regulations, legal processes, or government requests. You agree not to export, re-export, or otherwise transfer access to the Services to any country, entity, or individual prohibited by applicable export control laws or sanctions programs.
8.6 Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be replaced by a valid and enforceable provision that most closely reflects the intent of the original, and the remainder of these Terms will remain in full force and effect.
8.7 Notices. If you need to contact us for legal purposes, you may do so by email at
support@edwingov.com or through any contact method listed on our website. We may provide you with notices via email, posting on the Site, or through any contact information associated with your account. You are responsible for keeping your contact details up to date.
8.8 Entire Agreement. These Terms, including our Privacy Policy, constitute the entire agreement between you and Company regarding the Site. These Terms supersede all other prior and contemporaneous proposals, agreements, or understandings – oral, written, or electronic. We expressly object to and reject any additional or conflicting terms you propose. Our obligations are not contingent upon the delivery of any future functionality or features unless expressly agreed to in writing.
8.9 Assignment. We may assign these Terms without restriction in connection with a merger, reorganization, change of control, or asset sale.
8.10 Non-Waiver. No failure or delay by Edwin in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
8.11 Survival. Any provisions that by their nature should survive termination or expiration of these Terms, including but not limited to terms relating to use of the Site, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and miscellaneous shall survive.
