Edge Driven Terms of
Service
Thank you for choosing Edge Driven services and technologies. The following terms and conditions (the "Terms") form a binding agreement between You and us. Please review the following Terms carefully. By using the Site and Services, You are agreeing to these Terms, and these Terms will govern Your use of the Site and the Services (defined below). If You do not agree to these Terms, You must cease use of the Site and Services. The terms "Edge Driven", "us", "we" or "our" refers to Edge Driven, the owner of the Site and Services. The term "You" or "Your" refers to the person accessing or using the Site and Services, or the company or organization on whose behalf that person accesses the Site and Services.
Our Services
Edge Driven provides an online widget distribution platform, a video personalization and editing platform, a video player service and other persuasive technology tools (our "Services") that make it easy for You to package, distribute and analyze the performance of content and campaigns via our proprietary platform (the "Edge Driven Platform").
In order for us to provide You with the Services, You must (i) allow Edge Driven to retrieve and access Your Content (as defined below) as well as (ii) combine Your Content with our proprietary platform and Services.
One of the basic functions of the Services is
to maximize distribution of your content, messages and campaigns,
and as such, You agree to allow us to reference Your Content on our
Site and other delivery points.
Modifications to Site and Services
We reserve the right to modify, suspend, or discontinue the Site and the Services or modify the Terms from time-to-time, with or without notice to You, and we are not liable to You or any third party should we exercise such right. If You object to any such changes, Your sole recourse is to discontinue using the Site and the Services. Continued access and/or use of the Site and/or the Services following notice of any such changes shall indicate Your assent to and acceptance of such changes.
Term
The term of the Terms of Service will commence
on the date upon which you utilize the Site and Services and will
continue in force thereafter, unless terminated as provided in these
Terms of Service.
Termination
You acknowledge and agree that we, at our sole discretion, may
suspend or discontinue all or any aspect of the Site and/or
Services, including their availability, at any time, and we may
terminate your use of the Site and/or Services at any time without
prior notice.
In addition, either party may terminate the Terms of Service at any time, for any reason, or for no reason including, but not limited to, if you engage in any action that reflects poorly on us or the Services or otherwise disparage or devalue the our brand names or logos or reputation or goodwill.
In the event of any termination, You will immediately cease access to the Site and we will no longer provide You the Services, and You agree to promptly pay any outstanding fees owed under these Terms.
Fees
Unless otherwise agreed to in writing, you agree to pay us the applicable then-current fees that we charge, if any, which are published on the Site.
Edge Driven Intellectual
Property
You agree not to remove, obscure, or alter our
copyright notice, trademarks, or other proprietary rights notices
affixed to or contained within the Site and/or Services.
You acknowledge that we owns all right, title and interest in and to
the Site and Services, including without limitation all intellectual
property rights relating thereto (the "Edge Driven Rights"). The
Edge Driven Rights include rights to the Services and all software
associated with the Services developed and provided by us. The Edge
Driven Rights do not include third-party components used in
connection with the Services or software developed by you in
conjunction with using the Services. "Edge Driven", the "Edge
Driven" logo, and other marks that incorporate "Edge Driven" are
trademarks of Edge Driven.
Limitations on Use
Your right to display Services is limited only to your web site (the
"Site") and not in connection with any application such as a
toolbar, plug-in, helper, and component or other executable code
that runs on an end user's computer. You will be solely responsible
for the development, operation, and maintenance of the Site and for
all materials that appear on the Site. You understand that we will
provide Services on a nonexclusive basis, and that we will continue
to customize and provide Services to other parties for use in
connection with a variety of applications. You may not remove,
distort or alter any element of the Services (including the html and
JavaScript code) or otherwise change the size or appearance of the
Services in any way, except in the manner specifically authorized in
writing by us.
You may not display Services in any manner that implies a
partnership or affiliation with, sponsorship, or endorsement by us,
or that can be reasonably interpreted to suggest editorial content
has been authored by, or represents the views or opinions of Edge
Driven or Edge Driven personnel. Your Site will not, in any way,
copy or resemble the look and feel of any part of the Edge Driven
web sites nor will you create the impression that the Site is our
web site or is a part of our web site.
We reserves the right in our sole discretion to terminate or modify
your permission to display the Services at any time and to take
action against any use that does not conform to these Terms of
Service, infringes any Edge Driven intellectual property or other
right, or violates applicable law.
Appropriate Conduct
You will not, and will not allow any third party to: (a) modify,
adapt, translate, prepare derivative works from, decompile, reverse
engineer, disassemble or otherwise attempt to derive source code
from any Widgets or any other Edge Driven technology, content, data,
routines, algorithms, methods, ideas design, user interface
techniques, software, materials, and documentation; (b) remove,
deface, obscure, or alter our copyright notice, trademarks or other
proprietary rights notices affixed to or provided as a part of any
Site or Services or any other Edge Driven technology, software,
materials and documentation; (c) create or attempt to create a
substitute or similar service or product through use of or access to
the Services or proprietary information related thereto; and/or (d)
engage in any action or practice that reflects poorly on Edge Driven
or otherwise disparages or devalues Edge Driven's reputation or
goodwill.
Branding
For purposes of the Terms of Service, "Brand Names or Logos" will be
defined as the trade names, trademarks, service marks, logos, domain
names, and other distinctive brand features of each party,
respectively, as secured by such party from time to time. Edge
Driven hereby grants to you a nontransferable, nonsublicenseable,
nonexclusive license during the Term to display Edge Driven's Brand
Names or Logos for the purpose of promoting or advertising that you
use the Edge Driven Site and Services. You hereby grant to us a
nontransferable, nonexclusive license during the Term to use your
Brand Names or Logos to advertise that you are using our Services.
Any use of the our Brand Names or Logos is subject to our approval.
Nothing in the Terms of Service will grant or will be deemed to
grant to one party any right, title or interest in or to the other
party's Brand Names or Logos. All use by you of our Brand Names or
Logos (including any goodwill associated therewith) will inure to
the benefit of Edge Driven. At no time during or after the Term will
you challenge or assist others to challenge the Brand Names or Logos
of Edge Driven (except to the extent such restriction is prohibited
by law) or the registration thereof by Edge Driven, nor will you
attempt to register any Brand Names or Logos (including domain
names) that are confusingly similar in any way (including but not
limited to, sound, appearance and spelling) to those of Edge Driven.
User Information
We will retain custody of all data and information collected or
obtained by us from users of the Site and/or Services. Without
derogating from the above, from time to time, we will send you a
report specifying user data and information as applicable to your
specific use of our Services, at our sole discretion.
No Edge Driven Warranty
EDGE DRIVEN DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM
YOUR USE OF THE SITE AND/OR SERVICES. THE SITE AND/OR SERVICES ARE
PROVIDED "AS IS," AND "AS AVAILABLE," WITH NO WARRANTIES WHATSOEVER.
WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL
EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WE
FURTHER DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY,
TIMELINESS, AVAILABILITY, AND PERFORMANCE OF THE SITE AND/OR
SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND/OR
SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGES TO COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM THE USE OF THE SITE AND/OR SERVICES.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS
TO THE SITE AND/OR SERVICES, AND TO PROVIDE THE SITE AND/OR SERVICES
IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO
THIRD PARTIES. IN NO EVENT WILL EDGE DRIVEN, ITS AFFILIATES,
OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION,
INCIDENTAL AND CONSEQUENTIAL DAMAGES, NOR LOST PROFITS, ARISING IN
CONNECTION WITH THE SITE, SERVICES OR THESE TERMS, INCLUDING, FOR
EXAMPLE, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT
OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE
OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICE,
SITE, OR THE CONTENT. EDGE DRIVEN, ITS AFFILIATES, OFFICERS,
DIRECTORS, AGENTS, AND EMPLOYEES WILL NOT BE LIABLE FOR ANY DAMAGES
ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTIES OR FOR
ANY INFORMATION APPEARING ON THIRD PARTY SITES.
THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT EDGE DRIVEN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THESE TERMS IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF EDGE DRIVEN TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ALL AMOUNTS PAID BY YOU UNDER THESE TERMS WITHIN THE LAST TWELVE (12) MONTHS, AND (B) ONE HUNDRED DOLLARS (U.S. $100.00).
Representations and Warranty
You represent and warrant that you own or otherwise control all of
the rights to those certain features that are to be accessed through
the Site and/or Services. In connection with features that contain
images, photographs, pictures, audio, speech and text or that are
otherwise graphical in whole or in part ("Content"), you warrant and
represent that (a) you are the copyright owner of such Images, or
that the copyright owner of such Images has granted you permission
to use such Images or any content and/or images contained in such
Images consistent with the manner and purpose of your use and as
otherwise permitted by these Terms of Service and the Services, and
(b) that each person depicted in such Images, if any, has provided
consent to the use of the Images, including, by way of example, and
not as a limitation, the distribution, public display and
reproduction of such Images.
Services Content
I. Services used by you may now or in the future permit the submission of videos, images, audio clips, photos, graphic designs and/or other types of content submitted by You, by others enabled by You, or by us ("Content").
II. You shall be solely responsible for Your own Content and the consequences of posting or publishing such content. In connection with Content, You affirm, represent, and/or warrant that: (i) You own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content to enable inclusion and use of the Content in the manner contemplated by our Services and these Terms; and (ii) You have the written consent, release, and/or permission of each and every identifiable individual person in the Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Content in the manner contemplated by our Services and these Terms. For clarity, You retain all of Your ownership rights in Your Content. However, by utilizing the Content in connection to the Services, You hereby grant us a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with our Services and Edge Driven's (and its successor's) business, including without limitation for promoting and redistributing Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user accessing the Services containing Your Content a non-exclusive license to access Your Content, and to use, reproduce, distribute, display and perform such Content as part of their use of the Services. The foregoing license granted by You terminates once You block access to, remove or delete Your Content.
III. In connection with Content, You further agree that You will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. We does not endorse any Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with Content. Edge Driven does not condone copyright infringing activities and infringement of intellectual property rights throughout its Service, and we will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Edge Driven will also suspend and/or terminate a user's access to our Service, if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a Content removed more than twice. Edge Driven also reserves the right to decide whether Content is appropriate and complies with these Terms for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to obscene or defamatory material. Edge Driven may remove such Content and/or suspend or terminate a user's access for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion.
IV. If You are a copyright owner or an agent thereof and believe that any Content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in the form of a written notification (pursuant to 17 U.S.C., section 512(c)) must be provided to Edge Driven's designated Copyright Agent:
- Identification of the copyrighted work(s) that You claim to have been infringed;
- Identification of where the infringing material is located (i.e., identification of the Services containing the allegedly infringing material);
- A statement that You have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law;
- A statement that the information in the notification is accurate, and that under penalty of perjury, You are either the owner of the copyright that has allegedly been infringed or that You are authorized to act on behalf of the copyright owner;
- Your address, telephone number, and e-mail address; and
- Your physical or electronic signature.
Please note that, pursuant to 17 U.S.C., section 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorneys fees incurred by Edge Driven in connection with the written notification and allegation of copyright infringement.
Edge Driven's designated Copyright Agent to receive notifications of claimed infringement is:
By mail:
DMCA Complaints
c/o Edge Driven
875-A Island Drive #434, Alameda, CA 94502
By Fax: (415) 839-8525
For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Edge Driven customer service. You acknowledge that if You fail to comply with all of the requirements of this Section, Your DMCA notice may not be valid.
Intellectual Property Issues
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and Serivces, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to You under any of those intellectual property rights by virtue of these Terms. You further acknowledge and agree that we retain ownership and control over the "look and feel" and substance of the Site and Services. We reserve all rights that are not expressly granted to You in these Terms.
As between You and us, You retain any intellectual property rights in any copyrighted materials and trademarks that are provided by you and for use in the Services. You grant us a non-exclusive, royalty-free, fully paid, worldwide license, under any and all of Your intellectual property rights related to the Site and Services, to the extent necessary for us to provide and promote the Services.
Non-Confidentiality and Security
You understand that information that You submit to us, including Content, is submitted precisely for the purpose of public disclosure in a variety of media and channels, and therefore such information is not subject to any confidentiality obligation. Certain other limited information, as described in the Privacy Policy may be private and Edge Driven will use reasonable efforts to maintain the security and integrity of such information You provide to us. However, You acknowledge and agree that Edge Driven cannot fully eliminate security risks and cannot guarantee that unauthorized access to Your information will never occur.
Indemnification
You hereby agree to indemnify, defend and hold Edge Driven, and its
officers, directors, agents, licensors and licensees (collectively,
the "Indemnified Parties") harmless from and against any and all
liability and costs incurred by any Indemnified Parties arising from
(i) Your use of and access to the Site and Services; (ii) Your
violation of any term of these Terms; (iii) Your violation of any
third party right, including without limitation any copyright,
property, or privacy right; (iv) the distribution of the Enhanced
Widget; or (v) any claim that Your Content, or Data caused damage to
a third party. Your indemnification will include (1) all attorneys
fees and costs associated with the defense of such a claim, (2) all
damages and costs finally awarded, and (3) the full cost of any
settlement entered into by you. You will not enter into any
settlement or compromise of any such claim without Edge Driven's
prior consent. You shall cooperate as fully as reasonably required
in the defense of any such claim. Edge Driven reserves the right, at
its own expense, to assume the exclusive defense and control of any
matter subject to indemnification by you. This defense and
indemnification obligation will survive these Terms and Your use of
the Site and Services.
Publicity
So long as you comply with your obligations under these Terms of
Service, you may indicate that your web site uses the Services,
provided that your web site does not in our reasonable opinion (1)
tarnish, infringe, or dilute our trademarks, (2) violate any
applicable law, (3) infringe any third-party rights, or (4)
otherwise subject us to an undue risk of liability. If you wish to
use our trademarks and/or logos in any other manner, you must first
obtain Edge Driven's written consent.
Modification
We may amend, modify or terminate these Terms of Service, either
with respect to your use of the Widgets or generally for all users,
at any time, with or without cause, after providing notice of such
amendment, modification or termination by postage of such notice on
the Edge Driven website. Any new features that augment or enhance
the Widgets will be subject to the Terms of Service. If a
modification is unacceptable to you, you may terminate the Terms of
Service as applicable to you by removing the Widgets from your Site.
If you continue to use the Widgets and/or the Widget code on any
Site, you will be deemed to have accepted the modifications.
Remedies
You acknowledge that your breach of service/license restrictions
contained in these Terms of Service may cause irreparable harm to
Edge Driven, the extent of which would be difficult to ascertain.
Accordingly, you agree that, in addition to any other remedies to
which we may be legally entitled, we will have the right to seek
immediate injunctive relief in the event of a breach of such
sections by you or any of your officers, employees, consultants or
other agents.
Notices
Any notice to Edge Driven required for or permitted by the Terms of
Service will be in writing and will be delivered as follows with
notice deemed given as indicated: (i) by personal delivery when
delivered personally, (ii) by overnight courier upon written
verification of receipt, or (iii) by certified or registered mail,
return receipt requested, upon verification of receipt. All notices
to Edge Driven must be sent to the attention of the Edge Driven
Management at:
Edge Driven
875-A Island Drive #434
Alameda, CA
94502
General Terms
You and we are independent contractors, and nothing in these Terms creates a partnership, employment relationship or agency. There are no third-party beneficiaries of these Terms. You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by You to do so will be invalid. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these Terms will not be considered a waiver of the right to enforce such provision. Our rights under these Terms will survive any termination of these Terms. You agree that: (i) the Site and Services shall be deemed solely based in California; and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms will be governed by the laws of the State of California. You agree that the state and federal courts located within the State of California will have exclusive jurisdiction over any dispute between You and us. However, You agree that we may seek equitable relief in any jurisdiction when appropriate. YOU AND EDGE DRIVEN AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE AND/OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. These Terms of Service constitute the entire and only agreement between You and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter of these Terms. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by Edge Driven.
Last Updated: January 2008