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Online Registration and Service Agreement For WebDI®
IMPORTANT SUBSCRIBER AGREEMENT - PLEASE READ CAREFULLY

'Web Data Interchange ("WebDI") is an electronic data interchange ("EDI") service offered by ChanneLinx Inc. ("ChanneLinx"), primarily accessed via the World Wide Web at www.webdi.com. By completing this Online Registration and Service Agreement ("Agreement") and using the WebDI service, the Subscriber agrees to be bound by all of the terms in this Agreement. 
ChanneLinx reserves the right to institute new charges and Agreement changes for access or use of the WebDI service by conspicuously posting notice of such changes online in the WebDI service web site for a period of thirty (30) consecutive days prior to the effective date of change.
The Subscriber is responsible for regularly reviewing information posted online to obtain timely notice of such changes. Continued use of the WebDI service by Subscriber after such change(s) will constitute its acknowledgment and acceptance of the revised terms and conditions. 
Under this Agreement, ChanneLinx agrees to provide to the Subscriber the utilization of a computer-based communications system for electronic converting, receiving, storing and forwarding of data in text, ANSI standards, or other agreed formats ("WebDI") upon the terms and conditions hereinafter set forth:
I. TERMS and CONDITIONS
a. Subscriber must have the capability of sending or receiving data electronically using either EDI standards or other agreed formats via access on the Internet provided by a third party Internet Service Provider ("ISP"). 
b. This Agreement shall become effective on the date of registration and shall continue for a minimum period of three (3) months.
Subscriber may terminate (i) at any time after the minimum period upon thirty (30) days prior written notice to ChanneLinx, (ii) in the event of default by ChanneLinx not cured within fifteen (15) days after ChanneLinx receives from Subscriber written notice of such default describing such
default in reasonable detail, or (iii) in the event of default by Subscriber not cured within fifteen (15) days after Subscriber receives from ChanneLinx written notice of such default describing such default in reasonable detail.
c. Subscriber will be allowed to use WebDI to exchange, transmit and/or receive business data in pre-defined standardized formats. Access to Subscriber's working area will require a valid user ID and password ("access codes"). In using the Service, it is Subscriber's responsibility to secure its own access codes and monitor use of these access codes for all related purposes. 
d. ChanneLinx shall use reasonable efforts to cause the System to be operated continuously with the exception of the time necessary for scheduled and unscheduled hardware and software maintenance. The System may be unattended during certain time periods.
e. ChanneLinx shall publish, and update from time to time, a directory of current Subscribers. ChanneLinx makes no representation or warranty as to the accuracy or completeness of the information therein. Subscriber agrees to allow its name, address, contact information and products/services to be listed in the WebDI Trading Partner Directory unless otherwise requested in writing. 
f. Subscriber agrees to pay for charges posted in the Subscriber's account status section of the WebDI service. Pricing, and all pricing changes, for WebDI will be listed in the Billing Information terms and conditions located in the WebDI web site. Subscriber agrees to pay all fees invoiced (including applicable taxes) on account of Subscriber's use of WebDI, referenced under the Subscriber's access codes, within thirty (30) days of the invoice date. ChanneLinx reserves the right to modify WebDI pricing from time to time with no less than thirty (30) days written notice of any such modification. 
g. Subscriber will be responsible for all charges resulting from its uses of WebDI, including any unauthorized use. Subscriber agrees to notify ChanneLinx, in writing, of any unauthorized uses, and to immediately change its access codes and take other security measures to prevent further
unauthorized uses. 
h. ChanneLinx may, in its sole discretion, suspend without notice, or terminate with notice, Subscriber's use of the WebDI service in the event of a breach of this Agreement, including, but not limited to, failure to pay service fees, an extended period of inactivity, or verification that a third party's rights are being interfered with or infringed upon. Termination may occur if the breach is not cured within fifteen (15) days after notice to Subscriber. A reconnection fee of no less than $125 may apply before mailbox will be reopened.
i. ChanneLinx acknowledges that all data provided to ChanneLinx by Subscriber or by Subscriber's trading partner is confidential. ChanneLinx shall use reasonable efforts to keep this data, while exists within ChanneLinx's facility, confidential. ChanneLinx will not use such data for any purpose and will not disclose such data to any persons except (i) Subscriber's trading partner for data sent to ChanneLinx by Subscriber; 
and (ii) Subscriber for data sent by Subscriber's trading partner to which such data was intended to be transmitted.Notwithstanding the foregoing, ChanneLinx may disclose confidential information which (i) was in ChanneLinx's possession prior to the disclosure of that information to ChanneLinx by Subscriber and Subscriber's trading partners; (ii) is or becomes generally known 
to members of the general public through no fault of ChanneLinx; (iii) is rightfully received by ChanneLinx from a third party that does not impose a duty of confidentiality upon ChanneLinx; (iv) is independently developed by ChanneLinx without violating any duty of confidentiality to Subscriber or to any of Subscriber's trading partner; or (v) ChanneLinx had received the prior written consent of both Subscriber and Subscriber's trading partners. 
II. DISCLAIMER OF WARRANTIES
Given the large number of data sources and the inherent dangers of electronic distribution, delays, omissions, and/or inaccuracies may occur in such information and the WebDI service. ChanneLinx, ITS AFFILIATES, SUBSIDIARIES, AGENTS, AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION TRANSMITTED THROUGH THE WebDI SERVICE, OR THE WebDI SERVICE ITSELF. 
ChanneLinx EXPRESSELY DISCLAIMS RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SAID INFORMATION, AND THE RESULTING DAMAGES FROM THE USE OF SUCH INFORMATION, OR FOR THE INTERRUPTION OF THE WebDI SERVICE. ChanneLinx DOES NOT DETERMINE THE LEGALITY OF INFORMATION TRANSMITTED THROUGH WebDI, NOR DOES ChanneLinx EVALUATE WHETHER THE TRANSMITTED INFORMATION OR USE OF WebDI INFRINGES UPON THE RIGHTS OF ANY THIRD PARTY. ChanneLinx DOES NOT ACT AS ARBITER OF DISPUTES BETWEEN THE SUBSCRIBERS AND THIRD PARTY COMPLAINANTS ARISING OUT OF THE USE OF THE WebDI SERVICE.
III. INDEMNIFICATION
Subscriber agrees to Indemnify and hold ChanneLinx harmless from all losses, damages, claims, actions or causes of action, expenses, judgments, penalties, and other liabilities arising from:
a. the unauthorized access to Subscriber's working area within WebDI, or access codes, by any third party, 
b. errors or omissions in data supplied by Subscriber or its trading partners through WebDI, 
c. delays or errors in transmission of data, and the failure to function, or malfunction, of WebDI, 
d. intellectual property (patent, trademark, service mark, trade-name, trade secret, or copyright) infringement or dilution on account of information provided through WebDI, 
e. tortious interference with contract or prospective business advantage, unfair competition, defamation or injury to business reputation, or 
f. use, negligent use, or fraudulent use of WebDI by Subscriber, or any other authorized or unauthorized third party.
IV. DISCLAIMER and LIMITATION of LIABILITY
The Subscriber agrees that the liability of ChanneLinx, its affiliates, subsidiaries, agents, and licensors, if any, arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected with WebDI, or the information transmitted by and through WebDI, shall not exceed the amount paid to ChanneLinx for the transmission of the particular information in question. In the event of failure of the system, ChanneLinx's total responsibility will be to use its best efforts to correct any such failure or malfunction. 
In no event will ChanneLinx, its affiliates, subsidiaries, agents, or licensors be liable to the Subscriber or anyone else for any decision made or action taken by the Subscriber in reliance on such information or for any consequential, special, incidental, indirect, or similar damages. 
Neither ChanneLinx, any of its affiliates, subsidiaries, agents, or licensors shall be liable to the Subscriber or anyone else for any loss or injury caused in whole or part by its negligence or contingencies beyond its control in procuring, compiling, interpreting, reporting, or delivering the WebDI service and any information transmitted through WebDI.
V. MISCELLEANOUS
a. The laws of the State of Texas, United States shall govern this Agreement. Also, all parties agree to bring any action against the other in connection with this Agreement in a federal or state court located in the jurisdiction of Houston, Texas, United States. All parties consent to the jurisdiction of such courts, and waive any right to have any proceeding transferred from such courts on the ground of improper venue or inconvenient forum.
b. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law, or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. 
c. This Agreement, as amended, constitutes the complete and exclusive Agreement between the Subscriber and ChanneLinx regarding WebDI. This Agreement supersedes and governs all prior proposals, agreements, or other communications between the Subscriber and ChanneLinx.
d. By completing the bottom section of the online registration process, the Subscriber's signatory certifies that they are authorized to legally bind the Subscriber to the Agreement, and that the Subscriber agrees to the enclosed terms and conditions, and that the Subscriber agrees to be bound by the online registration as if the Agreement was executed in hard copy.
  
WebDI® is a service offering of ChanneLinx Inc.,
150 Executive Center Drive #B9, Greenville, SC 29615. TELEPHONE: (864) 527-3500

Printable Version of Agreement

By clicking on the boxes provided below, I:

certify that I have read and do hereby agree and accept the terms and conditions of this Service Agreement, and

certify that I have the authorization to execute this Agreement on the behalf of the
Company.

Subscriber: (Company Name)
Authorized Signer: (First Name)		(Last Name)
Title:

Note: Please print out a copy of this Service Agreement for your records before you continue.