ZEDO, Inc. Terms of Service

ACCEPTANCE OF TERMS

These terms & conditions (these “Terms”) are a legal contract between you and Zedo Inc. (“ZEDO”, “ZINC” “we”, “Self Service Platform” “Platform” or “us”). The Term explains how you are permitted to use the website located at the url: https://www.zedo.com as well as all associated website and platforms provided by ZEDO, its subsidiaries and affiliated companies linked to www.zedo.com (collectively the “Site”). By using this site or any ZEDO Platform or service, you are agreeing to all the Terms; if you do not agree with any of these Terms, do not access or otherwise use this site, any of the services available through this Site or Platform (“Services”) or any information contained on this Site or Platform.

CHANGES

ZEDO may make changes to the Site or Platform at any time. ZEDO may change, update, or add or remove provisions of these Terms at any time by posting the updated Terms on this Site. By continuing to use this Site/Platform or any Services after ZEDO has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site/Platform and Services. These Terms were last updated on November 10, 2016.

ELIGIBILITY

By using the Site/Platform and/or any Services, you represent that you are 18 years of age or older. If you are using this Platform or Services on behalf of a company, you represent that you are authorized to legally bind that company to these Terms. If ZEDO believes that you do not meet any of these requirements ZEDO may immediately terminate your use of the Self Service Platform and/or Services.

DESCRIPTION OF SERVICES

ZEDO allows to buy, sell, measure and optimize your display & digital video advertising spend. Our Ad Server and ZINC Self Service Platform integrates programmatic technologies and disparate sources of inventory within a single platform, enabling you to launch sophisticated, scalable display and video advertising campaigns.

Reporting is available in real time, allowing you to audit exactly how your advertisements are running and ensure high quality placements. Self Service Platform allows you to upload your video or image that will then run on our available publisher inventory. We offer our highly advanced Ad Server & Zinc Self Service Platform to optimize publisher inventory & buy inventory in a self service model or specify objectives and have our team execute on your behalf.

You acknowledge and agree that your use of the Services is subject to these Terms and any applicable terms and conditions of the publisher websites where you choose to display your advertisements, and you agree to be bound by such terms and conditions. Those terms are available on the respective publisher websites.

Your use of any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms and may require you to agree to additional terms and conditions.

You also understand and agree that the Site/Platform and Services may include certain communications from ZEDO, such as service announcements, administrative messages and the ZEDO newsletter, and that these communications are considered part of the ZEDO membership. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree not to access the Site or Platform or Services by any means other than through the interfaces that are provided by ZEDO for such access.

REGISTRATION

In order to use the Platform and/or Services, you must have a valid ZEDO or ZINC user ID. You are responsible for maintaining the confidentiality of your ZEDO or ZINC user ID and password, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify ZEDO of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You understand and agree that ZEDO cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.

All the information that you provide when registering for an account and otherwise through the Site or Platform or Services must be accurate, complete and up to date.

ZEDO PRIVACY POLICY

Your use of the Site, Services, ZINC Platform and Ad Server and all related data is subject to ZEDO Privacy Policy.

CONTENT AND CONDUCT RULES AND OBLIGATIONS

You understand and agree that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials (“Content”) are the sole responsibility of the person from which the content originated. This means that you, and not ZEDO, are entirely responsible for all Content that you upload, post, transmit, incorporate into advertisements, or otherwise make available via the Services or the Platform. ZEDO does not control the Content posted via the Services, and, as such, does not guarantee the accuracy, integrity or quality of such Content.

You understand and agree that under no circumstances will ZEDO be liable in any way for Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use or distribution of any Content posted, transmitted or otherwise made available via the Services or Platform or our Ad Server. You acknowledge that ZEDO may, but has no obligation to pre-screen Content, and shall have the right (but not the obligation) in its sole discretion to refuse or move any Content that is made available via the Services or Platform or our Ad Server. You agree that you must evaluate, and bear all risks associated with, the use or distribution of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

You understand and agree that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Acceptance of advertising programs is subject to publisher media availability and ZEDO is not liable for the failure of a publisher to accept advertising.

You understand and agree that by using the Services or Ad Server or ZINC Platform you authorize ZEDO to use information you provide to authenticate your account (including, without limitation, your email address and log-in information) for the purposes of managing your video and display content on your behalf and verifying your ownership of the account.

When using the Site or Services or Ad Server or ZINC Platform, you agree to abide by common standards of etiquette and act in accordance with the law. For example, you agree not to:

  • Upload, post, transmit or otherwise make available any Inventory or Ad that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (including, but not limited to, any address, e-mail, phone number, or any other contact information without the consent of the owner of such information), hateful, or racially, ethnically, or otherwise objectionable;
  • Harm minors in any way; Any person below the age of 18 years is considered minor.
  • Upload, post or otherwise transmit any Inventory or Ad that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • Upload, post or otherwise transmit any Inventory or Ad that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or any other proprietary rights of any party;
  • Upload, post or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, such as (a) sending mass email to recipients who haven’t requested email from you or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting your Ads by posting multiple submissions in public forums that are identical. Also defined as “spam” are any videos involving affiliate marketing, network marketing, cash gifting, multi-level marketing, phishing, or any videos that a reasonable person would consider to be a scam or misleading. Further, “spam” can include any Inventory or Ad that ZEDO deems not entertaining or informative;
  • Upload, post or otherwise transmit any material or Inventory or Ad that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
  • Intentionally or unintentionally violate any applicable local, state, national or international law.
  • Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices; or
  • Offer for sale or sell any item, good or service that (a) violates any applicable federal, state, or local law or regulation, (b) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorization, or (c) ZEDO determines, in its sole discretion, is inappropriate for sale through the Service or Ad Server or Platform provided by ZEDO

This list of prohibitions provides examples and is not complete or exclusive. ZEDO reserves the right to terminate access to your account, your ability to use the Site or Services or our Ad Server or ZINC Platform with or without cause and with or without notice, for any reason or no reason, or for any action that ZEDO determines is inappropriate or disruptive to the Site or Services or Platform or Ad Server, or to any other user of the Site or Services or Ad Server or Platform. ZEDO may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at ZEDO’s discretion, ZEDO will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site, the Services, or Ad Server or Platform.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

Notices of purported copyright infringement should be directed to the appropriate publisher(s) who is hosting the purported infringing work in accordance with the Terms of Use of the applicable publisher(s), or to the advertiser whose use is of concern.

INTERNATIONAL USE

You agree to comply with all applicable local laws, including but not limited to local rules regarding online conduct and acceptable Inventory and Ads. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

INDEMNITY

You agree to indemnify, defend, and hold harmless ZEDO and its subsidiaries, affiliates, officers, agents, co-branders, or other partners, investors, and employees, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your Content, Inventory or Ad, your use of the Services, your violation of these Terms, or your violation of any rights of another, whether you are a registered user or not.

MODIFICATIONS TO SERVICES

ZEDO reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, access to Ad Server or ZINC Platform (or any portion thereof) with or without notice at any time. You acknowledge and agree that ZEDO shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

PROPRIETARY RIGHTS

You acknowledge and agree that the Site, Services, Ad Server and ZINC Platform any necessary software provided by ZEDO for use in connection with the Services (“Software”), all ZEDO Content contained on the Site and Services, and any analytical data derived from the use of the Software and Services (“Data”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that ZEDO retains all right, title and interest in and to the Services, Software and Data and you shall not acquire any right, title or interest in or to the Services, Software, Data and any associated intellectual property rights (other than the limited use rights set forth in these Terms).

Except as expressly authorized in writing by ZEDO or otherwise permitted herein, you agree not to modify, retrieve, save, rent, copy, lease, loan, sell, resell distribute or create derivative works based on the Services, Data or Software, in whole or in part.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SITE, SERVICES, AD SERVER OR ZINC PLATFORM ARE AT YOUR SOLE RISK. THE SITE, SERVICES, AD SERVER AND PLATFORM AND THEREON OR THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZEDO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ZEDO WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SITE AND SERVICES, HOWEVER, ZEDO IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA, REVENUE OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NON-DELIVERY OF INFORMATION OR CONTENT, INACCURACY OF DATA USED FOR ADVERTISING DECISIONS, RESTRICTION OR LOSS OF ACCESS OR CHANGES TO YOUR ZEDO ACCOUNT, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SERVICES, OR OTHER INTERACTION WITH THE SITE AND/OR SERVICES, AD SERVER OR ZINC PLATFORM. ZEDO DOES NOT WARRANT THAT (i) THE SITE, SERVICES OR AD SERVER OR ZINC PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS.

GENERAL

You acknowledge and agree that notices to you from ZEDO may be made via email, regular mail or through publication on the Site or notification in your account interface for the Services. ZEDO may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally through the account interface for the Services. The Terms and the relationship between you and ZEDO shall be governed by the laws of the State of New York, USA without regard to its conflict of law provisions. The failure of ZEDO to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms, and any addenda, constitute the entire agreement between you and ZEDO and govern your use of the Site and Services, superseding any prior agreements between you and ZEDO (including, but not limited to, any prior versions of the Terms). You may also be subject to additional terms and conditions from the various publishers and media buyers utilized in the performance of the Services. If any provision of the Terms or any other document incorporated in the Terms by reference is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site, Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.

PRICING, BILLING AND ACCOUNT CREATION

  • Use of the Ad Server ZEDO account. In order to establish a ZEDO Ad Server account, you must contact your ZEDO sales representative or contact us in order to initiate the process of establishing a ZEDO account.
  • Use of customized ZINC Buying Platform requires having a platform and account in place. To build you customized platform or to create an account you must contact your ZINC Ad Sales representative. You will be billed for advertising spending, which we pay to publishers and their agents, plus a percentage of the amount of your advertising spending for your use of the Platform Direct offering, as well as for your usage of optional features and functionalities (for example, rich media, audience targeting data, and performance based advertising spending). ZEDO is not responsible for campaign under delivery due to shortage of inventory.
  • Use of ZINC Self Service Platform is open to all media buyers, who do not wish to have a customized platform but just buy our High Impact Formats fast & easy. You can register on selfservice.zincx.com to access the ZINC Self Service Platform and buy campaign using your valid credit card. Campaign bought on Self Service Platform will be pre-paid.

CONTACT US

If you have any questions about these Terms or otherwise need to contact ZEDO for any reason, you can reach us at support@zedo.com