EDDI.ai, (referred to as “EDDI,” “us,” “our,” or “we”), provides the www.EDDI.ai site (“Site”) and various related services (together known as the “Services”) subject to your compliance with these terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between EDDI and you or your company. In addition, when using particular Services on this Site, users shall be subject to any posted guidelines or rules applicable to such Services that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use. By completing any Site registration process or using this Site, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, you may discontinue use of the Site at any time. Your remedy for dissatisfaction with this Site, or any Services, content, or other information available on or through this Site, is to stop using the Site and/or those particular Services. We consider your use of this Site discontinued when codes provided by EDDI, if any, have been removed from your Properties, there are no subsequent activities scheduled, and you no longer use the EDDI Sites or any of our Services in any way. Your agreement with us regarding compliance with these Terms of Use becomes effective immediately upon commencement of your use of this Site.
Service Delivery
By signing up for our Services through this Site, you permit EDDI to serve, as applicable: (i) advertisements and other content (“Ads”); (ii) search results, statistics, and other information by automated means or otherwise; (iii) related search queries and other links to your websites, mobile applications, media players, mobile content, and/or other properties approved by EDDI (each individually a “Property” and together “Properties”). In addition, you grant EDDI the right to access, index, and cache the Properties, or any portion thereof, including by automated means. EDDI may, in its sole discretion, refuse to provide the Services in association with any Property.
Your Access to the Site
To access this Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information you provide on this Site will be correct, current, and complete and that you will abide by these Terms of Use. If EDDI believes that the information you provide is not correct, current, or complete, that you have violated any provision in these Terms of Use, or if a thirdparty service is no longer available through EDDI for any reason, EDDI has the right to refuse your access to this Site or any of its resources, to suspend your access to any of EDDI’s Services or the services of its third-party service provider, or to temporarily suspend or permanently terminate your user account, with or without a prorated refund of any prepaid amounts in its sole discretion.
If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal
to you and agree not to provide any other person with access to this Site or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Privacy Policy
You agree that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You will ensure that, at all times you use the Services, any promoted and/or destination sites used in association with the Submitted Content have a clearly labeled and easily accessible privacy policy that provides end users with clear and comprehensive information about cookies, device-specific information, location information, and other information stored on, accessed on, or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for cookie management. You will use reasonable efforts to
ensure that an end-user gives consent to the storing and accessing of cookies, device-specific
information, location information, or other information on the end user’s device in connection
with the Services where such consent is required by law.
Restrictions on Your Use
You are granted a nonexclusive, nontransferable, revocable, limited license to access and use this
Site in accordance with these Terms of Use. You may use this Site for purposes expressly
permitted by this Site. As a condition of your use of the Site and Services, you warrant to us that
you will not use the Site or Services for any purpose that is prohibited by these terms, conditions,
and notices and will do none of the following:
• Conduct or promote any illegal activities, including, but not limited to, intellectual
property infringement, while using the Site or Services;
• Transmit any information that we believe to be, in our sole discretion, abusive,
excessively violent, harassing, defamatory, vulgar, obscene, lewd, lascivious, or
otherwise objectionable;
• Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services,
or otherwise attempt to derive the source code of the software (including the tools,
methods, processes, and infrastructure) that enables or underlies the Site;
• Attempt to gain access to secured portions of the Site or Services to which you do not
possess access rights or obtain or attempt to obtain any materials, content, or information
through any means not intentionally made available or provided for through the Site or
Services;
• Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
• Use any automatic or manual process to search or harvest information from the Site or
Services, or to interfere in any way with the proper functioning of the Site and Services;
• Use the Site or Services in any manner which could disable, overburden, damage, or
impair the Site or interfere with any other party’s use and enjoyment of the Site; or
• Co-brand this Site without the express prior written permission of an authorized
representative of EDDI. For purposes of these Terms of Use, “co-branding” means to
display a name, logo, trademark, or other means of attribution or identification of any
party in such a manner as is reasonably likely to give a user the impression that such
other party has the right to display, publish, or distribute this Site or content accessible
within this Site.
You agree to cooperate with EDDI in causing any of the prohibited activities set forth in this
section to cease immediately.
Payment of Fees
Setting up an account with EDDI is free of charge. You agree to pay all associated fees, if any,
related to the Services. Unless otherwise agreed to in writing, we will bill your payment method
of choice for all charges for Services on this Site. The details of any payment fees shall be set
forth on our Site and/or the payment summary screen for our Services. Charges are solely based
on EDDI’s measurements for the Services and the applicable billing guidelines. Any portion of a
charge not disputed in good faith must be paid in full. No party may offset any payment due
under these Terms of Use against any other payment to be made hereunder. EDDI may, in its
sole discretion, extend, revise, or revoke credit at any time.
You agree to provide us with accurate and complete billing information as required for us to
process the fee, including, for example, valid credit card information, your name, address, and
telephone number, and to promptly provide us with any changes in such information. If, for any
reason, your credit card company refuses to pay the amount billed for the Service, you agree that
we may, at our sole option, suspend or terminate your access to the Service and require you to
pay the overdue amount immediately by other means acceptable to us. In the event that legal
action is necessary to collect on balances due, you agree to reimburse us for all expenses
incurred to recover sums due, including attorney fees and other legal expenses. All payments to
EDDI shall be made in United States Dollars and are quoted exclusive of any sales or valueadded tax,
which shall be payable at the time and in the manner required by law. If you dispute
any payments made or withheld relating to the Services, you must notify EDDI in writing within
30 days of any such payment. If you do not, any claim relating to the disputed payment is
waived.
Trademarks
The EDDI name and all related names, logos, product and service names, designs and slogans
are trademarks of EDDI or its affiliates or licensors. You must not use such marks without the
prior written permission of EDDI or as otherwise set out in these Terms of Use. All other names,
logos, product and service names, designs and slogans on this Site are the trademarks of their
respective owners.
EDDI and Third-party Proprietary Information
The material, content, and Services accessible from this Site, including, but not limited to, the
data collected from licensed third-parties, the API, and any other website owned, operated,
licensed, or otherwise controlled by us (the “Content”) is the proprietary information of EDDI or
the party that provided or licensed the Content to EDDI, whereby such providing party retains all
right, title, and interest in the Content. Accordingly, the Content may not be copied, decompiled,
reverse engineered, disassembled, transferred, distributed, republished, resold, sublicensed,
uploaded, posted, used to create derivative works, or transmitted in any way without the prior
written consent of EDDI or the Content owner, except that you may print out a copy of the
Content solely for your personal use. In doing so, you may not remove or alter, or cause to be
removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary
notice or legend appearing on any of the Content. Modification or use of the Content except as
expressly provided in these Terms of Use violates EDDI’s intellectual property rights. Neither
title nor intellectual property rights are transferred to you by access to this Site. Notwithstanding
this provision, users of EDDI Services and the Site are not permitted to use the Content as a
component of, or basis for, a database prepared for use by the said user or any third party.
Furthermore, all copies of Content, whether in print or electronic form, must incorporate all of
EDDI’s or third-party copyright and/or other intellectual property rights notices.
EDDI’s rights apply to the APIs and all output and executables of the APIs, excluding any
software components developed by you which do not themselves incorporate the APIs or any
output or executables of the APIs. EDDI owns all rights, title, and interest in the APIs.
Your Proprietary Information
EDDI agrees that it has no rights to the data, images, information, ad content, or other material
that you submit in the course of using the Site and Services (“Submitted Content”). You grant to
EDDI a worldwide, royalty-free, transferable license to use, reproduce, and represent your
Submitted Content any other creative elements of the ads through: (i)EDDI’s network of
publishers, ad networks, and ad exchanges that EDDI uses for the display of Ads; and (ii) on all
documentation promoting the Services. EDDI may use your logo on our Site and marketing
materials and list you as a customer on any public lists. You may opt out from our use of your
logo at any time by sending us an email request. When submitting data, you, and not EDDI, shall
have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness,
and intellectual property ownership or right to use of all Submitted Content. EDDI shall not be
responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any
Submitted Content. By using the Services, each user represents and warrants to EDDI that it has
the legal right to submit the Submitted Content. You agree to indemnify, defend and hold EDDI
harmless from any liability caused by your submission of Submitted Content in violation of a
third party’s copyright or other rights of ownership. EDDI reserves the right to withhold, remove
and/or discard Submitted Content without notice for any breach, including without limitation,
non-payment of fees. In addition, EDDI reserves the right to withhold, remove and/or discard
any Submitted Content submitted to EDDI, which, in EDDI’s sole opinion, is pornographic or
otherwise in violation of EDDI’s internal policies for publishable material. WE MAKE NO
REPRESENTATION OR WARRANTY THAT ANY CONTENT SUBMITTED TO US WILL
BE RETAINED FOR ANY PARTICULAR PERIOD OF TIME, AND YOU AGREE TO
MAINTAIN ON YOUR SERVERS DUPLICATE COPIES OF ALL CONTENT SUBMITTED
TO US.
Confidentiality
You agree not to disclose any EDDI Confidential Information without our prior written consent.
“EDDI Confidential Information” includes: (i) the existence of beta features of the Services; (ii)
all EDDI technologies, software, and documentation related to the Services; (iii) click-through
rates or other statistics relating to performance as pertaining to the Services; (iv) any other
information provided by EDDI which is reasonably understood to be confidential based on the
circumstances or nature of disclosure. EDDI Confidential Information does not include
information that was independently developed by you without reference to EDDI Confidential
Information, any information that is in the public domain without breach, information known to
you prior to your use of our Services, or information that was lawfully provided to you by a
third party.
API
The EDDI application programming interface (“API”) is a Service that allows licensees and
preapproved licensees to access and display certain EDDI Content and/or Services related, but not
limited, to the following: payment automation; data collection and usage; and obtaining
inventory from publishers, networks and/or exchanges. Your license to the APIs under these
Terms of Use shall continue until it is terminated by either you or EDDI. You may terminate the
license by discontinuing use of all or any of the APIs. EDDI may change, suspend, terminate, or
discontinue any aspect of the APIs at any time, including the availability of any APIs. EDDI may
also impose limits on certain features and services or restrict your access to parts or all of the
APIs or the EDDI Site without notice or liability. We shall not be liable to you or any third party
should we exercise our right to modify or discontinue the Service or part of it.
TERMINATION AND AD CANCELLATION
EDDI reserves the right to terminate these Terms of Use with immediate effect at any time and
for any reason. Expiration or termination (for any reason) of these Terms of Use shall not affect
any accrued rights or liabilities which either party may then have nor shall it affect any clause
which is expressly or by implication intended to continue in forced after expiration or
termination.
Service Updates
The Site and Services may need updating from time to time. These updates may temporarily
disrupt use of the Site or Services and are designed to improve, enhance, and further develop the
Site or Services and may take the form of bug fixes, enhanced functions, new Service offerings,
and updated Services. You agree to receive such updates as part of your use of the Services.
Links
This Site may contain links to other sites which are not maintained by, or related to, us. Links to
such sites are provided as a service to users and are not sponsored by or affiliated with this Site
or us. EDDI has not reviewed any or all of such sites and is not responsible for the content of
those sites. EDDI is not responsible for webcasting or any other form of transmission received
from any linked site. Links are to be used and third-party sites accessed at the user’s own risk,
and EDDI makes no representations or warranties about the content, completeness or accuracy of
these links or the sites hyper-linked to this Site. We provide links as a convenience, and the
inclusion of any link to a third-party site does not necessarily imply endorsement by us of that
site or any association with its operators.
Advertisements
Some of the Services may be supported by advertising revenue and may display advertisements
and promotions. These advertisements may be targeted to Content, user-generated content,
queries, or other information. The manner, mode, and extent of advertising by or permitted by us
on the Site are subject to change without specific notice to you. In consideration for our granting
you access to and use of the Site and Services, you agree that we may place such advertising on
the Site or Services.
Messages, Requests, or Other Comments or Content to or for Us
The Site may provide you with the ability to contact us through email addresses, contact forms,
or other means. To the extent that you do so and send along any ideas, input, feedback, or
anything of similar nature, you grant us a perpetual, irrevocable, nonexclusive, royalty-free
license to use any such ideas, input, feedback, or anything of similar nature to change our
existing products or services, to develop new products or services, or otherwise in our business.
Geographic Restrictions
The owner of the Site is based in the state of California in the United States. We make no claims
that the Site or any of its content is accessible or appropriate outside of the United States. Access
to the Site may not be legal by certain persons or in certain countries. If you access the Site from
outside the United States, you do so on your own initiative and are responsible for compliance
with local laws.
REPRESENTATIONS; WARRANTIES; Disclaimer
You are responsible for implementing sufficient procedures and checkpoints to satisfy your
particular requirements for accuracy of data input and output, and for maintaining a means
external to this Site for any reconstruction of any lost data. EDDI does not assume any
responsibility or risk for your use of the Internet.
You represent and warrant that (i) you have full power and authority to enter into these Terms of
Use; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, all
Submitted Content; (iii) you are the editorial and technical decision maker in relation to the
Submitted Content for which the Services are requested and implemented and that you have
control over the way in which the Services are implemented for your specific needs; (iv) EDDI
has never previously terminated or otherwise disabled an EDDI account created by you due to
your breach of these Terms of Use or another agreement with EDDI or due to impermissible
activity; (v) entering into or performing under these Terms of Use will not violate any agreement
you have with a third party or any third-party rights; and (vi) all of the information provided by
you to EDDI is current and correct.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE SITE AND SERVICES ARE
PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED. EDDI DISCLAIMS ALL WARRANTIES, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, OR NON-INFRINGEMENT. EDDI DOES NOT WARRANT THAT THE
FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR
ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE
SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. EDDI DOES NOT WARRANT OR MAKE ANY REPRESENTATION
REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF
ACCURACY, RELIABILITY, OR OTHERWISE AND IS NOT LIABLE FOR ANY ADS
THAT HAVE OVERRUN DUE TO TECHNICAL DIFFICULTIES OR ERRORS. THE
CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL
ERRORS, AND EDDI MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME.
YOU, AND NOT EDDI, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING,
REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE TO YOU OR
YOUR PROPERTY ARISING FROM THE USE OF THIS SITE OR ITS CONTENT.
All of the information in this Site, whether historical in nature or forward-looking, speaks only as
of the date the information is posted on this Site, and EDDI does not undertake any obligation to
update such information after it is posted or to remove such information from this Site if it is not,
or is no longer accurate or complete.
Limitation of Liability
EDDI, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS,
CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL
NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, ACTUAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS
OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR
SIMILAR DAMAGES, EVEN IF EDDI HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EDDI AND
ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY
(REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR
OTHERWISE) EXCEED THE FEES PAID FOR THE 6-MONTH PERIOD PRIOR TO THE
EVENT GIVING RISE TO SUCH LIABILITY OR THE REDELIVERY OF SERVICES TO
YOU, AT EDDI’S DISCRETION. IN ALL CASES, EDDI AND ITS SUPPLIERS AND
DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT
REASONABLY FORESEEABLE. Each party acknowledges that the other party has agreed to
these Terms of Use in reliance on the limitation of liability stated herein and that those
limitations are an essential basis of the bargain between the parties.
Indemnity
You will indemnify and hold EDDI, its subsidiaries, affiliates, licensors, content providers,
service providers, employees, agents, officers, directors, and contractors (the “Indemnified
Parties”) harmless from any claims or liabilities due arising out of or related to any Submitted
Content, breach of these Terms of Use by you, or your use of the Services. You agree that the
Indemnified Parties will have no liability in connection with any such breach, Submitted
Content, or unauthorized use, and you agree to indemnify any and all resulting loss, damages,
judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection
therewith.
Security
You are prohibited from using any Services or facilities provided in connection with this Site to
compromise security or tamper with system resources and/or accounts. The use or distribution of
tools designed for compromising security (e.g., password guessing programs, cracking tools or
network probing tools) is strictly prohibited. If you become involved in any violation of system
security, EDDI reserves the right to release your details to system administrators at other sites in
order to assist them in resolving security incidents. EDDI reserves the right to investigate
suspected violations of these Terms of Use.
EDDI reserves the right to fully cooperate with any law enforcement authorities or court order
requesting or directing EDDI to disclose the identity of anyone posting any e-mail messages, or
publishing or otherwise making available any materials that are believed to violate these Terms
of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD EDDI HARMLESS
FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY EDDI DURING OR
AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A
CONSEQUENCE OF INVESTIGATIONS BY EITHER EDDI OR LAW ENFORCEMENT
AUTHORITIES.
No Waiver
No delay or failure by EDDI to enforce any of these Terms of Use shall constitute a waiver of
any of our rights under these Terms of Use. Neither the receipt of any funds by EDDI nor the
reliance of any person on our actions shall be deemed to constitute a waiver of any part of these
Terms of Use. Only a specific, written waiver signed by an authorized representative of EDDI
shall have any legal effect.
Severability
If any clause or provision set forth in this Terms of Use statement is determined to be illegal,
invalid or unenforceable under present or future law, the clause or provision shall be deemed to
be deleted without affecting the enforceability of all remaining clauses or provisions.
Export control and restricted countries
You may not use, export, re-export, import, or transfer the Services except as authorized by
United States law, the laws of the jurisdiction in which you obtained the Services, and any other
applicable laws. In particular, but without limitation, the Services may not be exported or reexported:
(a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury
Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s
Denied Person’s List or Entity List. By using our Service, you represent and warrant that (i)
neither you nor your listed Residence is located in a country that is subject to a U.S. Government
embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country
and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You
also will not use the Service for any purpose prohibited by U.S. or international law.
Governing Law and Jurisdiction
These Terms of Use and any disputes arising under or related to these Terms of Use and/or the
Privacy Policy or to this Site will be governed by U.S. federal law and the laws of the State of
California, without reference to its conflict of law principles. For any disputes that are not
resolved through good faith negotiations or for any declaratory relief, including, but not limited
to, injunctions or temporary restraining orders sought by either you or EDDI, such disputes shall
be resolved exclusively in the state or federal courts in the County of San Francisco, California.
This English-language Terms of Use statement is EDDI’s official agreement with users of this
Site. In case of any inconsistency between this English-language Terms of Use statement and its
translation into another language, this English-language document shall control.
Miscellaneous
EDDI and you are independent contractors and these Terms of Use do not create an agency,
partnership, or joint venture. This Agreement does not create any third-party beneficiary rights.
In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and
attorneys’ fees. Any cause of action brought by you against EDDI or EDDI’s affiliates must be
instituted within one after the cause of action arises or be deemed forever waived and barred.
You may not assign your rights and obligations under these Terms of Use to any third party, and
any purported attempt to do so shall be null and void. EDDI may freely assign its rights and
obligations under these Terms of Use.
In addition to any excuse provided by applicable law, EDDI shall be excused from liability for
non-delivery or delay in delivery or availability of Services through our Site arising from any
event beyond EDDI’s reasonable control, whether or not foreseeable by either party, including,
but not limited to, labor disturbance, war, fire, accident, adverse weather, governmental act or
regulation, Internet disturbance, and other causes or events, whether or not similar to those which
are enumerated above.
Changes to this Agreement
EDDI reserves the right, in its sole discretion, to modify, alter, or otherwise change this Terms of
Use at any time. We will provide notice of such change on this Site. Please review the Terms of
Use and/or additional terms periodically for changes. Your continued use of the Site constitutes
your acceptance of and agreement to be bound by these changes without limitation, qualification
or change. If at any time you determine that you do not accept these changes, you must stop
using this Site.
For More Information
If you have any questions regarding our Terms of Use, please contact us by sending an email to info@EDDI.com
