Terms of Service

These Terms of Service (“Terms”) govern the provision of Services by EDA, Inc. (“EDA”) to its customers (“you” or “your”) in connection with an Order or online Service purchase and contain the terms under which EDA and its affiliates (“we”, “our”, “us”) may provide certain Services to you. You indicate your agreement to these Terms by clicking or tapping on a button indicating acceptance of these Terms, by executing a document that references them, or by using the Services.

1. Definitions

  • 1.1 “Aggregated Statistics” means information related to use of the Services that is used in an aggregate and anonymized manner including, without limitation, to compile statistical and performance information in connection with research, benchmarking, industry feedback and sentiment statistics, and the provision, improvement and operation of Services.
  • 1.2 “Authorized User” means, subject to these Terms, any of your employees, consultants, contractors and agents who are at least eighteen (18) years of age that you authorize to use the Services solely on your behalf.
  • 1.3 “Billing Cycle” means advance billing for the right to access and use Services, on an annual or monthly recurring, periodic basis.
  • 1.4 “Claim” means demands, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings, and any and all costs and expenses in connection therewith (including any interest, penalties, fines and reasonable legal fees and disbursements).
  • 1.5 “Feedback” means Aggregated Statistics, suggestions and ideas for improvement, further development or enhancement of, or other comments relating to or in connection with the Services, whether oral or written, which may be provided by or on behalf of you.
  • 1.6 “Force Majeure Event” means an act of God, sabotage, war, strikes, lockouts, terrorism, military operations, national emergency, civil commotion, pandemic, epidemic, communication system failure or the order, requisition, request or recommendation of any governmental agency or acting governmental authority having jurisdiction, or governmental regulation or priority, or any other cause beyond either party’s reasonable control whether similar or dissimilar to such causes.
  • 1.7 “Indemnified Parties” means, for a party that is entitled to indemnification under the terms of these Terms, such party and its directors, shareholders, employees and officers.
  • 1.8 “Order” means a fully executed ordering document including, but not limited to, a statement of work, proposal, change order or similar document which sets forth the details of pricing and specific Services selected by you.
  • 1.9 “Privacy Policy” means EDA’s policy located online at Privacy Policy | Technology that Drives Culture | EDA, Inc. (edainc.io).
  • 1.10 “Professional Services” means implementation, consulting, support, training, and similar services provided to Client under the terms of an Order.
  • 1.11 “Services” means the software products owned, licensed, or under development by or on behalf of EDA and associated Professional Services.
  • 1.12 “Your Content” means information processed by EDA in the course of accessing and using the Services but excludes Aggregated Statistics.

2. Fees and Payments

  • 2.1 Fees for Services. You agree to pay to EDA fees for each Service provided to you (including any overage fees) pursuant to the Billing Cycle selected when purchasing Services. All payments will be in U.S. dollars and, for a subscription, are due within thirty (30) days of invoice date or as otherwise set forth in an Order. If you provide credit card or similar account information for payment purposes, you authorize EDA to charge such credit card or account for fees due under these Terms. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
  • 2.2 Fee Dispute. If you dispute any portion of fees, you agree to timely pay the undisputed portion of fees and to promptly provide EDA with details of the disputed fees with specificity sufficient for appropriate review by EDA. You agree to pay any disputed fees if you fail to provide such details for a period of thirty (30) days beyond the initial due date of the fees. EDA will communicate the results of its review to you and should the fees be determined to be appropriate, such fees will then be immediately due from you. If the fees are determined to be erroneous, EDA will correct its records to reflect that the erroneous fees are not due from you.
  • 2.3 Price Changes. EDA may change the fees charged for the Services at any time, provided that, for a subscription, the change will become effective only at the end of the then-current subscription term.
  • 2.4 Credits. Certain Services are purchased via an advance purchase of credits and certain aspects of a Service may be provided via free credits. Any such credits expire within one year of purchase or receipt, as applicable. There are no refunds on credits.
  • 2.5 Taxes. All fees are net amounts and are payable in full, without deduction for taxes of any kind. You agree to be responsible for, and shall promptly pay, all taxes of any kind (including but not limited to sales and use taxes) associated with any Services, except taxes based on EDA net income.

3. Use of Content

  • 3.1 Submitted Content. Information regarding collection and use of certain types of Your Content by EDA is set forth in the Privacy Policy. We may also access Your Content to provide support, conduct walkthroughs, perform data analysis, and to facilitate debrief sessions with you. EDA will treat Your Content as confidential information and only use and disclose it in accordance with the Privacy Policy, to the extent applicable. However, Your Content is not regarded as confidential information if such Content:
    • (a) is or becomes public (other than through breach of these Terms by EDA);
    • (b) was lawfully known to EDA before receiving it from you;
    • (c) is received by EDA from a third party without knowledge of breach of any obligation owed to you; or
    • (d) was independently developed by EDA without reference to Your Content.

    EDA may disclose Your Content when required by law or legal process, provided EDA, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

  • 3.2 Security. EDA will process Your Content in a manner consistent with industry security standards. EDA has implemented technical, organizational, and administrative systems, policies, and procedures designed to ensure the confidentiality, integrity, and availability of Your Content and to mitigate the risk of unauthorized access to or use of Your Content.
  • 3.3 Your Representations and Warranties. You represent and warrant that:
    • (a) you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your representative or agent to bind you to these Terms,
    • (b) you are in compliance and will comply with all laws and regulations applicable to Your Content and use of the Services,
    • (c) you have and will maintain all necessary intellectual property rights and other applicable consents and rights to Your Content and to allow EDA to provide Services, and
    • (d) to your best knowledge, Your Content does not infringe upon any patent, copyright, or other proprietary or intellectual property right of any third party or misappropriate any trade secret or proprietary right of any third party and use of Services will not violate any agreement or obligations you have with or to a third party.

    You retain ownership of all of your intellectual property rights in Your Content and EDA does not claim ownership over any of Your Content.

  • 3.4 Limited License to Your Content. You grant EDA a right to access and use and a worldwide, irrevocable, fully paid up, royalty free license to reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit Your Content for the limited purposes of providing the Services to you and as otherwise permitted by these Terms including, without limitation, creating Aggregated Statistics and the Privacy Policy. This license continues even after you stop using the Services, with respect to residual backup copies of Your Content made in the ordinary course of business. This license also extends to any third parties to the extent necessary to provide the Services to you. Your Content does not include Feedback and Feedback is owned by EDA without any obligation, notice or compensation to you.
  • 3.5 Customer Lists. EDA may reference you (by business name and logo) as an EDA customer on the EDA website and other promotional materials.

4. EDA IP and Use Right

  • 4.1 EDA Intellectual Property Rights. EDA represents that:
    • (a) it has all necessary intellectual property rights to the Services and
    • (b) to its best knowledge, the Services do not infringe upon any U.S. patent, copyright, or other proprietary or intellectual property right of any third party or misappropriate any trade secret or proprietary right of any third party and use of Services will not violate any agreement or obligations EDA has with or to a third party.

    Your exclusive remedies for failure of the representation provided in this subsection are indemnification and termination rights in these Terms, as applicable.

  • 4.2 Access and Use Right. Subject to and solely in accordance with your payment obligations and other terms and conditions of these Terms, EDA grants you a non-exclusive, non-transferable subscription to access and use the Services. EDA may add, alter, or remove functionality from a Service at any time without prior notice. EDA may also limit, suspend, or discontinue a Service at its discretion. If a Service is discontinued, EDA will provide an opportunity to export a copy of Your Content from that Service. Except for the limited access and use right in this subsection, EDA, its affiliates and licensors reserve and retain its entire right, title, and interest in and to all intellectual property rights (as that term is broadly defined) arising out of or relating to the Services and neither you nor any of your Authorized Users acquire or will claim any right, title or interest in intellectual property rights in or ownership of the Services. Further, these Terms do not grant you any right to use EDA trademarks or other brand elements without the prior written consent of EDA.
  • 4.3 Password Security. You are responsible for safeguarding credentials used to access Services and such credentials are not to be shared. You, and not EDA, are responsible for any activity occurring in your account (other than activity that EDA is directly responsible for, and which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you shall notify EDA immediately.

5. User Content

  • 5.1 Your Responsibilities. You are responsible to select the Services appropriate for your business needs and for the accuracy, quality and content of all Your Content. You are responsible to maintain sufficient safeguards designed to prevent access to or use of the Services other than by your Authorized Users and to promptly notify EDA of any unauthorized access or use of the Services. You agree not to place production data within any test environment. You shall not permit, directly or indirectly, any Authorized User to share passwords or access credentials for use of the Services. You are responsible for any and all direct and indirect acts and omissions by your Authorized Users including, without limitation, internal unauthorized access to results and information derived from use of the Services, and information that is viewed, edited, modified and/or deleted. If any act or omission by an Authorized User would be a material breach of these Terms if the same occurred by you, then such act or omission constitutes a material breach of these Terms by you. EDA is not responsible for any actions you take with Your Content, including sharing it and authorizing use under these Terms or sharing it publicly.
  • 5.2 Content Review. You acknowledge and agree that, in order to ensure compliance with legal obligations, EDA may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). EDA may also modify, prevent access to, delete, or refuse to display content that EDA believes violates the law or these Terms. However, EDA otherwise has no obligation to monitor or review any content submitted to the Services.
  • 5.3 Third Party Resources. The Services display or utilize content provided by others that is not owned by EDA. Such content is the sole responsibility of the entity that makes it available, not EDA. EDA may publish links in its Services to third-party websites and providers. EDA does not represent that it has reviewed such websites and has no responsibility for any such third-party providers, websites or any third-party content. Trademarks and copyrights in conjunction with the Services are the property of their respective owners.

6. Acceptable Uses

  • 6.1 Legal Compliance. You agree to use the Services in compliance with, and only as permitted by, applicable law. You represent and warrant that you are not barred under any applicable laws from using the Services. If you are located in a country embargoed by United States or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any Services from EDA. You agree to ensure that:
    • (a) your Authorized Users do not use the Services in violation of any restriction or embargo by the United States; and
    • (b) you do not provide access to the Services to persons or entities located in an embargoed country or on any of the foregoing lists.

    The representation, warranty and agreements of this subsection are your ongoing obligation, and you agree to notify EDA immediately if any representation, warranty, or agreement under this subsection ceases to be accurate or true.

  • 6.2 Your Responsibilities. You agree to be responsible for your conduct, Your Content, and communications with others while using the Services. You further agree to comply with the following requirements when using the Services:
    • (a) You shall not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
    • (b) You shall not misuse the Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions provided by EDA.
    • (c) You shall not circumvent or attempt to circumvent any limitations that EDA imposes on your account (such as by opening up a new account to conduct a survey that EDA closed for a Terms violation).
    • (d) Unless authorized by EDA in writing, you shall not probe, scan, or test the vulnerability of any EDA system or network.
    • (e) Unless authorized by EDA in writing, you shall not use any automated system or software to extract or scrape data from the websites or other interfaces through which the Services are made available.
    • (f) Except as these Terms expressly permit, you shall not, and shall not permit or attempt, directly or indirectly, a third party competitor to access the Services or another person or entity to (a) rent, lease, lend, sell, copy, distribute, publish, transfer, disclose, encumber, assign, license, sublicense, pledge, or otherwise make the Services available to any third party; or (b) reverse engineer, disassemble, decompile, decode, modify or adapt any part of the Services, or otherwise attempt to derive or gain access to EDA intellectual property, in whole or in part.
    • (g) You shall not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
    • (h) You shall not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other EDA customers.
    • (i) You shall not use the Services to infringe the intellectual property rights of EDA or others, or to engage in an unlawful activity.
    • (j) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you are solely responsible for such compliance, unless EDA has agreed in writing otherwise. You shall not use the Services in a way that would subject EDA to those industry-specific regulations without obtaining EDA’s prior written agreement.

7. Suspension and Termination of Services

  • 7.1 By You. You may terminate a subscription to a Service if EDA materially breaches these Terms and fails to cure such breach within thirty (30) days after you notify EDA in a writing detailing the breach.
  • 7.2 By EDA.
    • (a) EDA may terminate these Terms, in whole or in part, for any reason by providing at least ninety (90) days’ written notice to you and will provide a refund of prepaid but unused fees.
    • (b) EDA may suspend performance or terminate these Terms in whole or in part for any of the following reasons:
      • (i) you have materially breached these Terms and failed to cure the breach within thirty (30) days after EDA notifies you in writing;
      • (ii) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days;
      • (iii) you fail to pay fees for thirty (30) days past the due date;
      • (iv) immediately if you use the Services in a way that causes legal liability to EDA or disrupts others’ use of the Services; or
      • (v) immediately if a breach of these Terms threatens EDA intellectual property rights, system or environment, as determined in the sole discretion of EDA.
    • (c) EDA may also suspend providing the Services to you during an investigation of suspected misconduct by you and any suspension may include removal of Your Content in whole or in part. The suspension right of EDA under these Terms does not affect the termination right of EDA under this subsection, preclude EDA from pursuing any available legal or equitable remedies, or relieve you of any fees payable or that become payable during such suspension.
  • 7.3 Effect of Termination. If these Terms are terminated, your access to Services will be terminated as of the effective date of termination and EDA has no obligation to retain Your Content. All fees owed to EDA up to the effective date of termination are immediately due and payable.
  • 7.4 Force Majeure. Either party to these Terms is temporarily excused from performance hereunder for failure to perform any of its obligations hereunder, except payment obligations, where such failure to perform occurs by reason of a Force Majeure Event. You are obligated to pay for only such Services actually performed during any the Force Majeure Event. If the Force Majeure Event is not resolved or removed within forty-five (45) days, then the other party may immediately terminate the Terms in whole or in part. Such termination, however, does not affect the rights or obligations of either party that have arisen or accrued prior to such termination. Termination of these Terms pursuant to this subsection is not a termination for cause.

8. Disclaimers and Limitations of Liability

  • 8.1 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND EDA EXPRESSLY DISCLAIMS WARRANTIES OF ANY KIND EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF PERFORMANCE, COURSE OF DEALING, AND USAGE OF TRADE. EDA LIKEWISE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES. EDA DOES NOT WARRANT THAT THE SERVICES OR ANY CONTENT IS FREE FROM BUGS, ERRORS, OR OTHER PROGRAM LIMITATIONS.
  • 8.2 Exclusion of Certain Liability. To the extent not prohibited by applicable law, EDA, its affiliates, directors, officers, employees, agents, suppliers, and licensors will not be liable for:
    • (a) any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, or
    • (b) loss of use, data, business, revenues, or profits (in each case whether direct or indirect),

    arising out of or in connection with the Services and these Terms, and whether based on contract, tort, strict liability, or any other legal theory, even if EDA has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

  • 8.3 Limitation of Liability. To the extent not prohibited by applicable law, the aggregate cumulative liability of EDA, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the Services and these Terms is limited to the lesser of:
    • (a) the amount paid by you to EDA for use of the Services at issue during the twelve (12) months prior to the event giving rise to the liability or
    • (b) $1,000.00.

9. Indemnity

  • 9.1 Indemnity by You. You agree to defend, indemnify and hold harmless EDA and its affiliates, directors, officers, agents, and employees (“EDA Indemnified Parties”) from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third-party claim regarding or in connection with your or Authorized Users use of the Services or breach of these Terms including without limitation your representations and warranties. Any of the EDA Indemnified Parties may participate in the defense of a claim at such party’s sole cost and expense. Settlement of a claim subject to indemnity under this subsection requires written consent of EDA Indemnified Parties which approval is not to be unreasonably withheld or delayed.
  • 9.2 Indemnity by EDA. EDA agrees to defend, indemnify and hold you harmless from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third-party claim that your use of the Services infringes the third party’s U.S. intellectual property rights. The indemnity obligation of EDA is reduced to the extent such infringement claim results from:
    • (a) Your Content or other of your data;
    • (b) modifications by you or a third party to the Services or a combination of the Services with products or services not provided by EDA;
    • (c) use of the Services in violation of these Terms; or
    • (d) any product or service not provided by EDA as opposed to its combination with the Services.
  • 9.3 Infringement Remedy. If, as a result of any claim of infringement under this section, you are enjoined from use of the Services, or if EDA believes that the Services are likely to become the subject of such a claim of infringement, EDA at its option and expense may procure the right for you to continue to use the Services or replace or modify the Services so as to make the solution non-infringing. If, in the sole discretion of EDA, neither of these two options is reasonably practicable, EDA may immediately discontinue the Services, terminate these Terms in whole or in part and refund to you any prepaid but unused fees for the impacted Service. The foregoing states your sole and exclusive remedy and the entire liability of EDA with respect to infringement by the Services of any U.S. patents, copyrights, license or other property right of a third party.

10. Other Terms

  • 10.1 Governing Law. In any dispute arising under or related to these Terms, the laws of the state of Delaware shall govern without regard to the choice of law rules or laws of any jurisdiction. All claims between the parties, including parent companies and subsidiaries, related to these Terms will be litigated individually and you will not consolidate or seek class treatment for any claim with respect to Services. EDA and you further agree that each is waiving its right to a jury trial for resolution of any claim.
  • 10.2 Assignment. You may not assign these Terms or otherwise transfer your rights or obligations under this Terms without the prior written consent of EDA, which may be withheld in its sole discretion. Notwithstanding anything to the contrary in this subsection, you may assign these Terms in entirety, without EDA consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all your assets. EDA may assign these Terms at any time without notice to you. Subject to the foregoing, these Terms shall bind and inure to the benefit of the successors and permitted assigns of EDA and you. Either party that makes an assignment under this subsection which does not require consent shall provide the other party written notice of such assignment within sixty (60) days of such assignment becoming effective.
  • 10.3 Entire Agreement. These Terms, any Order and other documents incorporated herein constitute the entire agreement between you and EDA regarding the subject matter of these Terms, and supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
  • 10.4 Independent Contractors. The relationship between you and EDA is that of independent contractors, and not legal partners, employees, or agents of each other. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  • 10.5 Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included. No presumption shall be applied in any interpretation of these Terms that the provisions hereof shall be more strictly construed against one party by reason of any rule of construction that a document is to be construed more strictly against the party who prepared the same, whether through such party’s legal counsel or otherwise.
  • 10.6 No Waiver. A party’s failure or delay to enforce a provision or exercise a right under these Terms shall not be construed as a waiver of any such provision unless expressly authorized in writing by the waiving party. A failure to enforce a provision or exercise a right that is not waived in writing shall not affect the validity of these Terms, or any part thereof, or the right of either party at any time to enforce any provision of, or exercise any right under, these Terms. Likewise, a waiver of a breach of any provision of these Terms shall not affect or waive a subsequent breach of the same provision or breach of any other provision of these Terms.
  • 10.7 Headings. The headings hereof are for convenience of reference only and are not to be considered in the interpretation of these Terms.
  • 10.8 Severability. If any provision of these Terms or the application in a particular circumstance is determined to be unenforceable by a court of competent jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability and all other provisions and portions thereof of these Terms will not be affected and will be valid and enforced to the fullest extent permitted by law.
  • 10.9 Third Party Beneficiaries. The Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity, including without limitation, any Authorized User, any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms or use of the Services.
  • 10.10 Notices. Except as otherwise specifically set forth in these Terms, all notices, demands, requests or other communications that are required to be given by any party hereto are to be in writing and personally delivered, mailed by first-class registered or certified mail (return receipt requested and postage prepaid), sent by courier, or sent by electronic mail (except notice of breach or of termination is not effective when sent solely electronically) and addressed as follows:
    • If to EDA:
      Executive Development Associates, Inc.
      Attn: Chief Executive Officer
      312 SW Greenwich Dr., Suite 1508
      Lee’s Summit, MO 64082
      info@edainc.io
    • With a copy, which shall not constitute notice, to:
      Innovative Technology Law Group, PLLC
      101 Park Avenue, Suite 250
      Oklahoma City, OK 73102
      notices@itlg.law
    • If to you:
      The address and contact information set forth on the Order or provided in connection with an online Service purchase.

    Either party may change its notice information by providing written notice to the other of the updated information.

  • 10.11 Survival. The following sections survive the termination of these Terms: 1, 2, 5, 8, 9, and this section 10.