EDIA SERVICES TERMS OF USE
By means of a subscription to the Services of EDIA, you or the entity that you represent have entered into an agreement with EDIA and have accepted to be bound to these Terms of Use.
Terminology
EDIA uses the following definitions:
“TOU” means these Terms of Use;
“EDIA” means EDIA Holding B.V., a company registered in Amsterdam under number 56955456 and having its seat at Tesselschadestraat 11, 1054 ET in Amsterdam and all subsidiaries of EDIA;
“Customer” means the company or person who enters into an agreement with EDIA and for whom EDIA provides certain Services;
“Agreement” means the agreement between EDIA and the Customer for the provision of the Services including all schedules, exhibits and/or other documents attached thereto.
“API” means the application programming interface as offered/developed by EDIA enabling Customers to have access to the Services of EDIA through a platform;
“Services” means the collective services EDIA provides to the Customer in relation to the Agreement;
“Software” means the collective set of programs and data developed and/or operated by EDIA to provide the Services to the Customer, including the API and platform.
The Agreement and TOU
When you enter into an Agreement with EDIA, you agree to abide by the TOU. The TOU is part of the entire agreement between you and EDIA regarding the Services and supersedes any prior communications and understandings, whether oral or in writing, concerning the subject matter of the TOU. The applicability of other general terms and conditions is expressly rejected. If Customer accepts an offer of EDIA and refers to additional or deviating terms or conditions these terms and conditions shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by EDIA.
License
EDIA hereby grants to the Customer the non-exclusive, right to use the Software for the internal business purposes of the Customer only, and more specifically in order to provide to Customer a tool for education, learning and development of Customer’s business.
EDIA will provide Customer with access to its Services via an API or web application provided by EDIA. How the Customer accesses that hosted service is his responsibility and EDIA does not take responsibility for network connectivity between the systems. You may not redistribute or make copies of any part of the Services and/or Software or use it except for your own internal (business) purposes. You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Software or Services content from the API and/or Services for any purpose. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof. You may not assign (or grant a sub-license of) your rights to use the Software, or otherwise transfer any part of your rights to use the API. You agree you will not commercially publish any performance or analyses relating to the Services or the use thereof without our prior written consent. You acquire absolutely no rights or licenses in or to the Software and related rights (such as trade names, trademarks, service marks, logos, domain names, and other distinctive brand features) contained within the Service other than the limited right to utilise the Software in accordance with the TOU.
You accept that EDIA has the right to change the content or technical specifications of any aspect of the Software at any time in EDIA’s sole discretion. You further accept that such changes may result in being unable to (temporarily) access the API.
Trial version
If Customer has registered for a trial use of the Services, Customer may access the Services for a limited amount of time (the “Trial Period”) as described in the Agreement. The Services are provided AS IS, with no warranty during this time period.
Restrictions on Use
You may not use the Services for any illegal purpose or in any manner inconsistent with the TOU. You may not recirculate, redistribute or publish the analysis and presentation without EDIA’s prior written consent. Modification of the Software would be a violation of the copyrights and other proprietary rights of EDIA or its subsidiaries.
Fees and Payments
EDIA will invoice the Customer monthly or yearly in advance for the Services rendered as set forth in the Agreement, purchase order and/or according to (published) subscription rates during check-out. EDIA provides electronic invoices as standard. Printed invoices can be provided on request.
Payment obligations are non-cancelable and, except as expressly stated in the Agreement, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term.
EDIA shall be unilaterally entitled to raise the prices for its Services, with thirty (30) days prior notice. Said price increases shall only become effective for the Services rendered by EDIA starting at the end of the notice period. The Customer may, however, during the thirty days' notice period, cancel the Agreement with EDIA for which the price increase is applicable by providing written notice to EDIA per the end of the thirty days’ notice period. EDIA shall always be entitled to change its prices to adjust for inflation with as maximum last year's published Inflation. Said price change may be applied by EDIA only once annually.
Right of withdrawal
If you sign up for a Trial, you agree that the withdrawal right for the Paid Subscription for which you is receive a Trial ends fourteen (14) days after the start of the Trial. If you do not cancel the Paid Subscription before the Trial ends, you lose the right of withdrawal and authorise EDIA to automatically charge the agreed price each month/year until you cancel the Paid Subscription. For trials less than fourteen (14) days, you expressly consents to EDIA providing you with the paid service immediately after the end of the Trial and that from that point you lose its right of withdrawal.
If you purchased a Paid Subscription with no Trial, you agree to have fourteen (14) days after the purchase to withdraw for any reason and must pay EDIA for the services provided up until the time you notified EDIA to have changed your mind.
Duration and Termination
A free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Agreement remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions and all Order Forms.
Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
Except where explicitly agreed otherwise in the Agreement, the Agreement is entered into for an indefinite period until it is terminated by either party by giving written notice to the other party.
You may cancel your Subscription at anytime and you will not be charged for the following subscription term. However EDIA will not issue a refund for the current subscription term.
Customer has the right to terminate the Agreement immediately and without notice period if:
The system availability in any given month is less than 98%; and/or
The SLA commitments are not met during two consecutive months.
EDIA has the right to terminate the Agreement and/or stop providing Services immediately in part or in whole if:
The provision of Customer's services or products are reasonably suspected by EDIA to be in breach with legislation in the country where the Customer services or products are offered from or to;
Customer materially breaches any of the terms of the Agreement and TOU;
EDIA finds there are clear indications that Customer is, or is likely to become insolvent and/or unable to pay for the Services.
EDIA shall not be liable for the termination or suspension of the Services, or any claims related to the termination or suspension of the Service.
Upon termination of the Agreement, the Customer must discontinue the use of the Software.
Intellectual Property
The Customer acknowledges that the property rights in the Software and other materials and all other intellectual property rights related to the Services of EDIA are owned by EDIA and/or its licensors. The Agreement does not transfer any intellectual property rights with respect thereto and only provides Customer with a limited, non-exclusive and non-transferable license to use the Software and all other materials made available by EDIA solely for the purpose of using the Services in accordance with the TOU.
You also understand that EDIA may retain a copy of the metadata generated by the Services.
By generating metadata through the Services, you grant EDIA a non-exclusive perpetual, sub-licensable, royalty-free license to that metadata.
Data protection
The Customer warrants to EDIA that it has the legal right to disclose possible personal data to EDIA under or in connection with this Agreement and that the processing of that personal data by EDIA for the purpose of the Services in accordance with this Agreement will not breach any applicable data protection or data privacy laws. To the extent that the EDIA processes personal data disclosed by the Customer, EDIA warrants that it will act only on instructions from the Customer in relation to the processing of that personal data and it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that personal data.
Disclaimer and liability
You agree that your use of the service is at your sole risk and acknowledge that the service and anything contained within the service is provided "as is" and "as available," and that EDIA makes no warranty of any kind, express or implied, as to the service, including, but not limited to, merchantability, non-infringement, title, or fitness for a particular purpose or use.
EDIA does not warrant that the Service is compatible with your equipment or that the Service, or communication of EDIA or its representative, is free of mistakes. You agree that EDIA has no responsibility or liability for:
Any injury or damages, whether caused by the negligence of EDIA or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against EDIA by any other party; or
Any fault, inaccuracy, omission, delay, or any other failure in the Service caused by your computer equipment or arising from your use of the Service. The content of other sources that may be linked to or processed in the Service are not maintained or controlled by EDIA. EDIA is therefore not responsible for the availability, content, or accuracy.
EDIA does not:
Make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service;
Guarantee the accuracy, completeness, usefulness or adequacy of any other content that may be linked to or processed in the Service; or
Make any endorsement, express or implied, of any content that may be linked to or processed in the Service. EDIA is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment the Customers uses to access the Service. Customer understands that EDIA and/or third-party contributors to the Services and/or Software may choose at any time to inhibit or prohibit their content from being accessed under the TOU.
You acknowledge that:
The analyses are provided for information purposes only;
EDIA does not guarantee the sequence, accuracy, completeness, or timeliness of the analyses;
EDIA shall only be liable for its own acts of omissions and not for acts or omissions of third parties. This expressly excludes liability of EDIA for acts or omissions for events or activities originating outside the Software and/or systems of EDIA (such as internet disturbances or malfunctions in third party systems). EDIA does not exclude its liability under the Agreement for intent, gross negligence, death, fraud or personal injury. Under no circumstances will EDIA be liable for any indirect, incidental, special or consequential damages, including loss of profit, business, contracts, revenues, anticipated savings or damage to good name, regardless whether such damages could have been foreseen or prevented by EDIA or whether EDIA is negligent. Also, EDIA will not be liable for total damages under this TOU for any reason, regardless of the basis of the claim, in an amount exceeding the amount of fees paid by you for the Service in the year preceding the claim.
If any claims for damages, costs and expenses are asserted against Customer by third parties asserting that these third parties are the owner of any rights regarding the Software and/or Services of EDIA, EDIA shall indemnify Customer without delay from these third-party claims, including Customers reasonable costs of its legal defence, and offer Customer the necessary assistance in its legal defence.
Customer shall indemnify and hold EDIA harmless from any claim (including legal fees) brought against EDIA by any third party as a result of Customers' breach of the terms of the Agreement, applicable laws and/or the TOU.
Revision
EDIA may from time to time revise the TOU by giving at least 15 days written notice to the Customer via email or otherwise. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer may give written notice of its objection to EDIA within fifteen (15) days after receiving notice of the change. If EDIA receives such notice, EDIA will contact Customer to discuss the objections. If the Customer continues to refuse to accept the change and EDIA refuses to withdraw the announced change, Customer may terminate the Agreement with immediate effect. Customer is not entitled to object to and shall not have the rights set out in this clause for any change which EDIA implements in order to comply with applicable law or requirements imposed by the relevant suppliers to the Services.
General
EDIA shall be entitled, at any time, to assign, novate or otherwise transfer the Agreement to another company in the EDIA group, (meaning a company with at least 50% of the same shareholders), without the prior consent of the Customer by providing written notice to Customer of such transfer.
In the event that any provision in the Agreement (including the TOU) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Agreement (including the TOU) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic objective of the provision declared null and/or inapplicable.
Governing Law
The Agreement and this TOU shall solely be governed and construed in accordance with the laws of the Netherlands, excluding the Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam the Netherlands.
Last updated: 04 August 2022