Effective Date: November 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and ClearEDI Inc. ("ClearEDI", "we", "us", or "our") governing your use of the ClearEDI platform and related services (the "Services").
By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not use the Services.
Company Information:
ClearEDI Inc.
115 Garfield St. #21897
Sumas, WA 98295
Email: contact@clearedi.io
ClearEDI provides a cloud-based enterprise EDI integration platform that enables electronic data interchange between businesses and their trading partners. Our Services include:
Subject to your compliance with these Terms, ClearEDI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the subscription term.
You may not:
You agree to use the Services in compliance with our Acceptable Use Policy and all applicable laws. Prohibited activities include:
See our complete Acceptable Use Policy for details.
If you use our Amazon Seller Central integration, you agree to comply with:
Prohibited activities specific to Amazon integration:
ClearEDI operates on a quote-based pricing model tailored to each customer's specific needs, including:
Contact us at contact@clearedi.io for a customized quote.
Unless otherwise specified in your agreement, invoices are due within 30 days of the invoice date. Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
Fees are exclusive of all applicable taxes, duties, and governmental charges. You are responsible for all such taxes (except taxes based on ClearEDI's income).
You retain all rights, title, and interest in and to your data, including EDI documents, business information, and customer data ("Customer Data"). You grant ClearEDI a limited license to process Customer Data solely to provide the Services.
ClearEDI retains all rights, title, and interest in the Services, including all software, documentation, trademarks, and intellectual property. These Terms do not grant you any ownership rights in the Services.
If you provide suggestions, ideas, or feedback about the Services, ClearEDI may use such feedback without any obligation to you.
Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.
To the extent ClearEDI processes personal data on your behalf, ClearEDI acts as a data processor and you act as the data controller. We process such data in accordance with applicable data protection laws, including GDPR and CCPA.
ClearEDI implements industry-standard security measures to protect your data, including:
For Amazon Seller Central integration, ClearEDI complies with Amazon's Data Protection Policy, including:
ClearEDI strives to maintain high availability but does not guarantee uninterrupted or error-free service. Scheduled maintenance windows will be communicated in advance when possible.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ClearEDI does not warrant that the Services will meet your requirements, be uninterrupted, timely, secure, or error-free, or that defects will be corrected.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEAREDI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.
CLEAREDI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO CLEAREDI IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The limitations in this Section do not apply to: (a) liability for death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.
You agree to indemnify, defend, and hold harmless ClearEDI and its officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Your subscription begins on the start date specified in your agreement and continues for the agreed term, unless terminated earlier in accordance with these Terms.
Either party may terminate if the other party materially breaches these Terms and fails to cure within 30 days of written notice. ClearEDI may suspend or terminate your access immediately for:
Upon termination, your access to the Services will cease. You remain responsible for all fees incurred prior to termination. ClearEDI will retain your data for 30 days to allow for data retrieval, after which it will be securely deleted.
Upon termination of Amazon Seller Central integration or these Terms, ClearEDI will immediately cease access to Amazon SP-API and delete all Amazon PII within 30 days (or immediately if required by Amazon).
Each party agrees to maintain the confidentiality of the other party's confidential information and use it only to perform obligations under these Terms. This obligation survives termination for three years.
Confidential information does not include information that: (a) is publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is received from a third party without breach of confidentiality obligations.
ClearEDI may modify these Terms from time to time. Material changes will be communicated via email or through the Services at least 30 days before the effective date. Continued use of the Services after the effective date constitutes acceptance of the modified Terms.
These Terms are governed by the laws of the State of Washington, United States, without regard to conflict of law principles.
Any disputes arising out of or related to these Terms shall be resolved through good faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in Seattle, Washington, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
Notwithstanding the arbitration requirement, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.
These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and ClearEDI regarding the Services.
You may not assign or transfer these Terms or your rights hereunder without ClearEDI's prior written consent. ClearEDI may assign these Terms in connection with a merger, acquisition, or sale of assets.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, or internet service provider failures.
Notices must be sent to contact@clearedi.io (for ClearEDI) or to the email address associated with your account (for you).
For questions about these Terms or the Services, contact us:
Email:
contact@clearedi.io
Mail: ClearEDI Inc., 115 Garfield St. #21897,
Sumas, WA 98295
Support:
Contact Support