Terms & Conditions

Effective Date: 2/1/2021

Adthos Ad Server

Software End User License Agreement

Welcome

Wedel Software BV is a leading supplier of software for the global broadcast and advertising industries, and is providing its Adthos Ad Server application free of charge to FM, AM, DAB, Internet/Web radio stations to playback advertisements from various sources and provide proof of play, reconciliation management and data analytics. The Adthos Ad Server application is owned and operated by Wedel Software BV and its affiliates (collectively“Wedel Software”, “we,” “us,”“our” ) and this Software End User License Agreement (“Agreement” ) governs your access or use of the Adthos Ad Server application and any related updates and printed, electronic and online documentation that may accompany the Adthos Ad Server application (collectively the“Adthos Ad Server” ) made available by Wedel Software. If you have any questions or suggestions, please email us at: support@wedelsoft.com.

Accepting this software end user license agreement

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND WEDEL SOFTWARE. BY ACCESSING OR USING THE ADTHOS SERVER, YOU CONFIRM YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL, DOWNLOAD, ACCESS OR USE THE ADTHOS SERVER. THIS AGREEMENT EXPRESSLY SUPERSEDES PRIOR AGREEMENTS OR ARRANGEMENTS WITH YOU. WEDEL SOFTWARE MAY IMMEDIATELY TERMINATE THIS AGREEMENT OR ANY SERVICES WITH RESPECT TO YOU, OR GENERALLY CEASE OFFERING OR DENY ACCESS TO THE ADTHOS SERVER OR ANY PORTION THEREOF, AT ANY TIME FOR ANY REASON.

Supplemental terms; modification to the terms of this agreement

Supplemental terms may apply, such as policies for a trial, use case scenario, content, third party service (collectively“Supplemental Services” ), and such supplemental terms will be disclosed to you in separate disclosures (e.g. , a particular webpage of Wedel Software or a third party provider) or in connection with the applicable Supplemental Service(s). Supplemental terms are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable Supplemental Service(s). The terms of this Agreement shall prevail over the supplemental terms in the event of a conflict with respect to the applicable Supplemental Service(s).

Wedel Software may amend this Agreement from time to time. Amendments will be effective upon Wedel Software’s posting of such updated Agreement, in amended policies, or supplemental terms on the applicable Supplemental Service(s), posted on its website or communicated by other means (e.g. , e-mail). Your continued access or use of the Adthos Ad Server after such posting confirms your consent to be bound by the Agreement, as amended. If Wedel Software changes the terms of this Agreement after the date you first agreed to the Agreement (or to any subsequent changes to this Agreement), you may reject any such change by providing Wedel Software written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective Date” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Wedel Software, or (b) by email from the email address associated with your account to: support@wedelsoft.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Agreement. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of this Agreement as of the date you first agreed to the Agreement (or to any subsequent changes to the Agreement).

License

Subject to the terms and conditions of this Agreement, and conditioned on your full compliance therewith, Wedel Software grants you a limited, fully paid, royalty free, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access, download, store and use the Adthos Ad Server; and (ii) access and use any content, information and related materials that may be made available through the Adthos Ad Server, in each case in accordance with the functionality and restrictions of the Adthos Ad Server provided herein or via the Adthos Ad Server (“Permitted Use” ). Any rights not expressly granted herein are reserved by Wedel Software.

Scope of licence and use

    • You may install, use or make copies of the Adthos Ad Server as are necessary to use Adthos Ad Server in accordance with the Permitted Use. Any copy of the Adthos Ad Server made by you (a) will remain the exclusive property of Wedel Software and (b) be subject to the terms and conditions of this Agreement. At Wedel Software’s request, you shall promptly provide to Wedel Software a written statement of the number and locations of all copies of the Adthos Ad Server supplied to you.
    • You may integrate the Adthos Ad Server with your internal order systems (e.g., radio automation system, traffic system, music scheduling system, etc.) and use the Adthos Ad Server to enable semi-automatic advertisements and playlists provisioning and semi-automatic data collection and analytics, solely for your internal use and to enable you to provide your services and data (e.g., proof of play, reconciliation, traffic reports, analytics, etc.) to your customers. “Semi-automatic” as used herein means input to be manually keyed by a person to enable the identified function provided by the Adthos Ad Server.
    • You may integrate the Adthos Ad Server with a third party service or content provider (e.g., advertising agency, radio network, invoicing service, traffic data service, information/data/market-measurement service, content distribution, management and support service provider, etc.) for certain automatic functionality provided by the Adthos Ad Server only upon you or the third party service or content provider entering a separate agreement with Wedel Software.
    • You may supply to a third party other than your customers (e.g., advertising agency, radio network, invoicing service, traffic data service, information/data/market-measurement service, content distribution, management and support service provider, etc.) reports and information collected and generated by the Adthos Ad Server (e.g., proof of play records, analytics, traffic reports, etc.) only upon you or the third party entering a separate agreement with Wedel Software.

License restrictions

You represent and warrant that Authorized Users shall only use the Adthos Ad Server as expressly authorized by Wedel Software under this Agreement for the Permitted Use. Without prejudice to the foregoing and unless specifically authorized under this Agreement for the Permitted Use, you shall not, and shall not assist, encourage or permit any other person to:

      • remove any copyright, trademark or other proprietary notices from any portion of the Adthos Ad Server;
      • reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Adthos Ad Server except as expressly permitted by Wedel Software;
      • decompile, reverse engineer or disassemble the Adthos Ad Server except as may be permitted by applicable law;
      • link to, mirror or frame any portion of the Adthos Ad Server;
      • cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Adthos Ad Server or unduly burdening or hindering the operation and/or functionality of any aspect of the Adthos Ad Server;
      • attempt to gain unauthorized access to or impair any aspect of the Adthos Ad Server or its related systems or networks;
      • use the Adthos Ad Server (wholly or in part) in combination with any data of a third party (including third party data processors) without the express written consent of Wedel Software;
      • bypass or breach any security device or protection used for or contained in the Adthos Ad Server;
      • remove, delete, translate, combine, supplement, obscure, deface or otherwise alter any notice of confidentiality, trademark, proprietary rights, symbols, notices, marks or other indicia of ownership that may be contained in, on or relating to the Adthos Ad Server;
      • use the Adthos Ad Server, in whole or in part, other than in strict compliance with applicable law;
      • access or use the Adthos Ad Server in a way intended to avoid incurring fees or charges;
      • offer the Adthos Ad Server as a Software as a Service (“SaaS” ) to a third party;
      • use an unlicensed version of the Adthos Ad Server provided by a third party;
      • export to any third party data generated by the Adthos Ad Server except as permitted by this Agreement or a separate Agreement entered by you or the third party and Wedel Software;
      • attempt to aggregate users, impersonate an Authorized User or otherwise circumvent Wedel Software’s licensing restrictions via technical means, including the use of any interface between the Adthos Ad Server and other software that performs functionality substantially similar to that contained in the Adthos Ad Server.

License to playback content and provide records and analytics

By uploading or otherwise providing content to Wedel Software or the Adthos Ad Server, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Wedel Software a non-exclusive, irrevocable, perpetual, fully paid and royalty-free, transferable, sub-licensable, worldwide license to (1) reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display content you upload or otherwise supply to the Adthos Ad Server, such works including, but not limited to, advertisements, audiovisual content, metadata, or other copyrighted works, (2) to generate records related to proof of play, (3) to provide reconciliation management services, and (4) to generate data analytics, in connection with your use of the Adthos Ad Server.

Third party services and content

The Adthos Ad Server may be made available or accessed in connection with third party service (e.g., advertising agency, radio network, invoicing service, traffic data service, or information/data/market-measurement service, etc.) applications or content (including advertising, media content, and demonstration data) that Wedel Software does not control. You acknowledge that different terms of use, agreements and privacy policies may apply to your use of such third party services and content. Wedel Software does not endorse such third party services and content and in no event shall Wedel Software be responsible or liable for any products or services of such third party providers. WEDEL SOFTWARE DISCLAIMS ANY RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION OR ANY OTHER PRACTICES OF ANY THIRD-PARTY APPLICATION OR SERVICE PROVIDER. WEDEL SOFTWARE EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING WHETHER YOUR PERSONAL INFORMATION IS CAPTURED BY ANY THIRD-PARTY APPLICATION PROVIDER OR THE USE TO WHICH SUCH PERSONAL INFORMATION MAY BE PUT BY SUCH THIRD-PARTY APPLICATION PROVIDER.

Future add-ons and integration and licenses with third parties

Access to and use of the Adthos Ad Server is being made available without charge. Wedel Software reserves the right to charge a fee for access to or use of additional add-on modules and third party integration services at any time in the future. Any such access, use or integration shall be provided under a separate agreement. You may be required to license third party products, services or intellectual property (e.g., Fraunhofer FDK AAC Codec Library license).

Ownership

The Adthos Ad Server and all rights therein are and shall remain Wedel Software’s property or the property of Wedel Software’s licensors. Neither this Agreement nor your use of the Adthos Ad Server convey or grant to you any rights: (i) in or related to the Adthos Ad Server except for the limited license granted above; or (ii) to use or reference in any manner Wedel Software’s company names, logos, product and service names, trademarks or services marks or those of Wedel Software’s licensors. The Adthos Ad Server is protected by patents in the U.S. and elsewhere. See Wedelsoft.com/patents

Access and use of the Adthos server

User Accounts

You will be responsible for all acts and omissions associated with your access and use of the Adthos Ad Server and the access and use of the Adthos Ad Server by employees, agents, contractors, end-users and any other third-party who may access or use the Adthos Ad Server on your behalf, or at your permission (“Authorized Users“). The Adthos Ad Server is intended for use by Authorized Users only. In order to access and use the Adthos Ad Server, you must register for and maintain an active user account. Authorized Users must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18). To obtain an account you must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable online registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. After you have fully completed the registration form, you may be asked to choose a password and a user name. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify Wedel Software immediately of any unauthorized use of your account. Wedel Software is not liable for any loss that you may incur as a result of an unauthorized user using your password or account, either with or without your knowledge. You may cancel your account by delivering notice to Wedel Software. Each Authorized User shall remain an Authorized User unless your account is terminated in accordance with this Agreement.

You may be required to obtain separate, dedicated Adthos Ad Server entitlements for each Authorized User given access to the Adthos Ad Server. Should dedicated Adthos Ad Server entitlements be required, Adthos Ad Server entitlement for an Authorized User shall be unique to that Authorized User and may not be shared, provided, however, that it may be reassigned for the permanent transfer to another person.

You are responsible for all activity that occurs under your account, and you agree to maintain the security and secrecy of your account username and password at all times. Unless otherwise permitted by Wedel Software in writing, you may only possess one account.

By using the Adthos Ad Server, you agree and acknowledge that the Adthos Ad Server accesses, collects and transmits both non-personally identifiable information and personally identifiable information about you and certain hardware operating in conjunction with the Adthos Ad Server in order to: (a) optimize, maintain, repair and/or administer the Adthos Ad Server and other related components, (b) process and deliver content through the Adthos Ad Server, (c) perform management and analytic functions related to your use of the Adthos Ad Server, and (d) communicate with you, the entity you work for, or legal authorities. To the extent that you provide to Wedel Software during registration or otherwise your personal information, you acknowledge that such information will be collected, used and disclosed by in accordance with Wedel Software’s privacy policy, available at URL http://Wedelsoft.com/ privacy_policy.htmI.

User Provided Feedback.

You hereby agree that Wedel Software shall own all feedback, ideas, concepts and suggested changes to any portion of the Adthos Ad Server developed or identified in the course of or as a result of your use of the Adthos Ad Server and all associated intellectual property rights (“Results”), and you hereby assign to Wedel Software all of your rights, title and interest thereto. You will not knowingly provide Wedel Software Results that are subject to third party intellectual property rights. You agree to cooperate fully and to ensure that your employees, officers, independent contractors and your Authorized Users cooperate fully with Wedel Software with respect to signing further documents and doing such other acts as are reasonably requested by Wedel Software to confirm that Wedel Software owns the Results, and to enable Wedel Software to register and/or protect any associated intellectual property rights and/or confidential information. To the extent any Results provided by you cannot by law be assigned to Wedel Software you grant, or shall cause to be granted to, Wedel Software a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Results in all formats and distribution channels now known or hereafter devised (including in connection with the Adthos Ad Server and Wedel Software’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all Results or you have all rights, licenses, consents and releases necessary to grant Wedel Software the license to the Results as set forth above; and (ii) neither the Results, nor your submission, uploading, publishing or otherwise making available of such Results, nor Wedel Software’s use of the Results as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Adthos Ad Server. Your network’s data rates and fees may apply. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Adthos Ad Server and any updates thereto. Wedel Software does not guarantee that the Adthos Ad Server, or any portion thereof, will function on any particular hardware or devices. In addition, the Adthos Ad Server may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Updates

Wedel Software may from time to time issue a software update necessary to keep using the Adthos Ad Server. Wedel Software may automatically check your version of the Adthos Ad Server and download software updates or configuration changes. You may also be required to update the Adthos Ad Server to continue using it. Such updates are subject to this Agreement unless other terms accompany the updates, in which case, those other terms apply. Wedel Software is not obligated to make any updates available and Wedel Software does not guarantee that it will support the version of the system or device for which you licensed the Adthos Ad Server.

International use; import and export restrictions

Accessing or using the Adthos Ad Server by certain persons in certain countries may not be lawful, and Wedel Software makes no representation that the Adthos Ad Server is appropriate or available for use in your jurisdiction. If you choose to access or use the Adthos Ad Server, you do so at your own risk and initiative, and are responsible for compliance with any applicable international, national and local laws and regulations.

By using and/or downloading the Adthos Ad Server or any other materials from Wedel Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country to which import, export, or re-export of the Adthos Ad Server or such other materials is prohibited or are not a person or entity to which such export is prohibited. You further agree that you shall indemnify Wedel Software from liability if you violate any such laws or regulations.

Disclaimer of warranties

THE ADTHOS SERVER ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH “ALL FAULTS.” WEDEL SOFTWARE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WEDEL SOFTWARE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE ADTHOS SERVER OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE ADTHOS SERVER, OR THAT THE ADTHOS SERVER WILL BE UNINTERRUPTED OR ERROR-FREE. WEDEL SOFTWARE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE ADTHOS SERVER, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Limitations of Liability

In no event shall Wedel Software, its subsidiaries, affiliates, distributors, suppliers, licensors, agents or others involved in creating, sponsoring, promoting, or otherwise making available the Adthos Ad Server and its contents, be liable to any person or entity whatsoever for any direct, indirect, incidental, special, compensatory, consequential, or punitive damages or any damages whatsoever, including but not limited to: (1) loss of goodwill, profits, business interruption, data or other intangible losses; (2) your inability to use, reliance on, unauthorized use of, performance or non-performance of this Adthos Ad Server; (3) unauthorized access to or tampering with your personal information or transmissions; (4) the provision or failure to provide any service; (5) errors or inaccuracies resulting from the use of the Adthos Ad Server or any information, software, products, services, broadcast invoices, playout or traffic reports, and related graphics obtained by Wedel Software; (6) any transactions entered into through the Adthos Ad Server; (7) any property damage including damage to your computer system or devices caused by viruses or other harmful components, during or on account of access to or use of the Adthos Ad Server or any site to which it provides hyperlinks; (8) damages otherwise arising out of the use of the Adthos Ad Server or services provided by Wedel Software; or (9) any transaction or relationship between you and any third party provider. The limitations of liability shall apply regardless of the form of action, whether based on contract, tort, negligence, strict liability or otherwise, even if Wedel Software has been advised of the possibility of damages.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, WEDEL SOFTWARE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SHALL HAVE NO EFFECT ON WEDEL SOFTWARE’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity

You agree to indemnify and hold Wedel Software and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Adthos Ad Server or services or goods obtained through your use of the Adthos Ad Server; (ii) your breach or violation of any of this Agreement; (iii) Wedel Software’s use of content provided by you or your customers that is used with or processed or reproduced by or through the Adthos Ad Server; (iv) infringement of the copyright, patent or other intellectual property rights of any third-party to the extent that such claims relate to or result from software, hardware, data or content provided by you or your customers; (v) your failure to comply with all foreign and domestic laws, regulations or requirements; or (vi) your violation of the rights of any third party.

Confidentiality

    • Confidential Information. In connection with this Agreement, the Disclosing Party may disclose or make available Confidential Information to the Receiving Party. “Disclosing Party” means the party disclosing Confidential Information to the other party, including any affiliate of such other party. “Receiving Party” means the party receiving Confidential Information from the other party, including any affiliate of such other party. “Confidential Information” means all information or materials furnished by the Disclosing Party to the Receiving Party orally, or in written or electronic form, which is confidential, proprietary, or otherwise not generally available to the public. Notwithstanding the foregoing, the following will not constitute Confidential Information for purposes of this Agreement: (i) information which is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in breach of this Agreement; (ii) information which was known to the Receiving Party on a non-confidential basis prior to being furnished to the Receiving Party by the Disclosing Party; (iii) information which becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party unless such source was known or could reasonably be determined to be under a confidentiality obligation to the Disclosing Party, and (iv) information that is independently developed by representatives of the Receiving Party who have not had access to the Confidential Information.
    • Exclusions and Exceptions. Except as required by applicable law, Confidential Information shall not include information that:
      • at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Receiving Party or any of its representatives;
      • at the time of disclosure is, or thereafter becomes, available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not and was not prohibited from disclosing such Confidential Information by an obligation to the Disclosing Party;
      • was known by or in the possession of the Receiving Party or its representatives, as established by documentary evidence, before being disclosed by or made available by or on behalf of the Disclosing Party pursuant to this Agreement; or
      • was independently developed by the Receiving Party, as established by documentary evidence, without reference to or use of any of the Disclosing Party’s Confidential Information.
    • Protection of Confidential Information. The Receiving Party shall:
      • protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
      • not disclose or use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than in the exercise and performance of its rights and obligations under this Agreement (the “Permitted Purpose”); and
      • not disclose any Confidential Information to any person, except to the Receiving Party’s representatives who (A) need to know such Confidential Information for the Permitted Purpose, (B) are informed by the Receiving Party of the confidential nature of such Confidential Information, and (C) are subject to confidentiality obligations to the Receiving Party that are no less restrictive than the terms and conditions of this Agreement.
    • Compelled Disclosures. Before the Receiving Party (or its representatives) makes any disclosure of any of the Disclosing Party’s Confidential Information under applicable law, the Receiving Party shall, to the extent permitted under Applicable Law, provide the Disclosing Party with:
      • prompt notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
      • reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking such protective order or other limitation on disclosure.
    • Return of Confidential Information. At the request in writing of the Disclosing Party, the Receiving Party shall return all Confidential Information of the Disclosing Party and all materials that contain any of the Disclosing Party’s Confidential Information, including all specifications, drawings, designs, recording tapes, computer software, data and any other materials whatsoever and all copies made thereof, or if so requested by the Disclosing Party, the Receiving Party shall certify in writing that all copies of the Disclosing Party’s Confidential Information have been destroyed, except to the extent that the same form part of (i) the permanent records of the Receiving Party that it is bound by applicable law to preserve or (ii) any electronic records that are customarily backed up in the normal course of the Receiving Party’s business, in which event the Receiving Party may retain such Confidential Information in strictest confidence. Notwithstanding the return to the Disclosing Party of the Confidential Information pursuant to this clause, the Receiving Party and its representatives shall continue to be bound to their confidentiality and other obligations under this Agreement.
    • Breach. The Receiving Party shall be responsible and liable for any breach of this Section 16 by any of its representatives.
    • Suspension
    • Wedel Software may suspend or revoke all or part of your right to access or use the Adthos Ad Server, if Wedel Software determines:
      • your, any Authorized User’s or any third party’s access to or use of the Adthos Ad Server (i) poses a security risk or threat to Wedel Software, any of its affiliates or any third party, (ii) could adversely impact Wedel Software, any Wedel Software’s affiliate’s, or third party’s systems or businesses or (iii) could subject Wedel Software, its affiliates or any third party to liability, including any third party claim that the Adthos Ad Server infringes upon a third party’s intellectual property rights;
      • you are in breach of this Agreement or ancillary agreement;
      • the Adthos Ad Server depends on the provision or availability of any third party information, data or services, and such third party does not supply or is in capable of supplying such information, data or services;
      • the Adthos Ad Server cannot be provided to you or any Authorized User in accordance with applicable law;
      • to terminate or suspend access to or provision of the Adthos Ad Server across parts or all of its business; or/
      • it is necessary for any reason beyond Wedel Software’s reasonable control.
    • Upon any suspension under Clause 17.1, Wedel Software shall provide you reasonable information regarding the reason for suspension and expected period of suspension.

 

Software security

      • Notwithstanding anything to the contrary herein, you acknowledge and agree that Wedel Software may implement electronic signature security in order to access the Adthos Ad Server and that you will not be permitted to access the Adthos Ad Server for all or certain purposes unless the code for the Adthos Ad Server has been electronically signed by Wedel Software. You further acknowledge and agree that Wedel Software may, but has no obligation, to require you to submit certain information respecting your identity, your financial condition, and your having obtained certain third party licenses (e.g., Fraunhofer FDK AAC Codec Library license) as a condition of Wedel Software signing the code for the Adthos Ad Server. Furthermore, Wedel Software reserves the right to refuse to sign the code for the Adthos Ad Server, or to revoke any and all code signing already granted for the Adthos Ad Server, including if (a) Wedel Software reasonably believes that the your use of the Adthos Ad Server may interfere with, degrade or otherwise adversely affect the Adthos Ad Server any other software, system, network or data, (b) Wedel Software reasonably believes that the information that you have provided to Wedel Software in order to obtain access to the Adthos Ad Server is untrue, inaccurate, not current or incomplete, (c) Wedel Software is prohibited from signing the code for the Adthos Ad Server under applicable law, (d) you breached, or Wedel Software reasonably believes you will breach, this Agreement or ancillary agreement or (e) Wedel Software believes that you do not have a license required under certain third party intellectual property rights in place.
      • Any license key for the Adthos Ad Server provided to you is based on the hardware the Adthos Ad Server is installed on. Changing the hardware may revoke such license and require you to obtain a new license. In addition, Wedel Software reserves the right to revoke your license key if it becomes comprised. You agree that Wedel Software is not responsible or liable for any loss or damage which may be incurred by you as a result of such license revocation or the lack of availability of the Adthos Ad Server as a result of such revocation.
      • You shall:
        • retain the Adthos Ad Server, and all copies such, under your effective control.

Use of open source software

      • You acknowledge that a portion of the Adthos Ad Server to be delivered under this Agreement may contain Permissive Open Source Code. You represents and warrants that you shall not take any action that would alter the status of such portions of Adthos Ad Server as Permissive Open Source Code.“Permissive Open Source Code” means any software program, or portion thereof, that is licensed under a license that (a) grants the user the right to freely use, copy, modify, distribute and display the source code for a software program and (b) does not require as a condition of use, modification, and/or distribution of the software subject to the license, that such software or other software combined and/or distributed with such software be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. For purposes of clarity, software subject to the Berkeley Style Database license available on the Open Source Initiative website (www.opensource.org) would be considered Permissive Open Source Code while software licensed under the General Public License (also available on the Open Source Initiative website) would not.

Other provisions

      • FCC Rules . This Agreement is subject to all applicable rules and published policies of the FCC or similar regulatory body anywhere in the world now or hereafter in force.
      • Choice of Law and Venue.
      • If you accept this Agreement on behalf of an entity, and the jurisdiction of incorporation of such entity is located in North America, this Agreement or any dispute in connection with the subject matter of this Agreement shall be governed by the laws of the State of New York, USA without regard to the conflicts of law principles thereof. In such event, the parties to this Agreement consent to the exclusive jurisdiction of the federal and state courts located in the City of New York.
      • If you accept this Agreement on behalf of an entity, and the jurisdiction of incorporation of such entity is located anywhere other than North America, this Agreement or any dispute in connection with the subject matter of this Agreement shall be governed by the laws of the Netherlands. In such event, the parties irrevocably agree that the courts of the Netherlands shall have exclusive jurisdiction to hear and determine any action or dispute which may arise therefrom.
      • Each Party agrees to waive any objection which it might otherwise have to such courts being a convenient and appropriate forum.
      • Each Party agrees to waive, with respect to itself and its revenues and assets, all immunity on the grounds of sovereignty or other similar grounds from suit, jurisdiction of any court, relief by way of injunction, order for specific performance or for recovery of property, attachment of its assets (whether before or after judgment) and execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction and irrevocably agrees that it will not claim any such immunity in any proceedings.
      • Each Party irrevocably and unconditionally waives any right it may have to a trial by jury with respect to any legal action arising out of or relating to this Agreement.
      • UN Conventions on Contracts. The parties expressly disclaim the applicability of, and waive any rights based upon, the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement between the parties.
      • Rights of Third Parties . A person who is not a party to this Agreement has no rights to enforce any provision of this Agreement. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.
      • Notice. Wedel Software may give notice by means of a general notice on the Adthos Ad Server interface, electronic mail to your email address in your account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Wedel Software, with such notice deemed given when received by Wedel Software, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Wedel Software as follows:

Registered agent: Business Filings Incorporated
c/o Wedel Software BV
187 Wolf Road, Suite 101
Albany, New York 12205

Wedel Software: For U.S. Customers:
Wedel Software Inc.
1177 Avenue of the Americas,
5th Floor,
New York, NY 10036

For European, Middle Eastern and African Customers:
Wedel Software BV
Binckhorstlaan 36
2516 BE Den Haag

copy: support@wedelsoft.com

General

You may not assign this Agreement without Wedel Software’s prior written approval. Wedel Software may assign this Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Wedel Software’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Wedel Software, or any other third party provider as a result of this Agreement or use of the Adthos Ad Server. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Wedel Software’s failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Wedel Software in writing.

© 2021 Wedel Software BV. All rights reserved.

Adthos Creative Studio

Effective Date: 1-1-2022

Wedel Software offers a platform at www.adthos.com that enables the creation of audio advertising using synthetic voices and artificial intelligence. The Platform and Services (as such terms are defined below) are owned and operated by Wedel Software and its affiliates (collectively “Wedel Software”, “we,” “us,” “our”), and these Terms of Service (or “Agreement”) govern the access or use of the Platform and Services by you and any related updates and printed, electronic and online documentation that may accompany the Services and made available by Wedel Software. If you have any questions or suggestions, please email us at: support@adthos.com.

ACCEPTING THESE TERMS OF SERVICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND WEDEL SOFTWARE. BY ACCESSING OR USING THE SERVICES, YOU CONFIRM YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF SERVICE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT INSTALL, DOWNLOAD, ACCESS OR USE THE SERVICES. THESE TERMS OF SERVICE EXPRESSLY SUPERSEDE PRIOR AGREEMENTS OR ARRANGEMENTS WITH YOU. WEDEL SOFTWARE MAY IMMEDIATELY TERMINATE THE AGREEMENT OR ANY SERVICES WITH RESPECT TO YOU, OR GENERALLY CEASE OFFERING OR DENY ACCESS TO THE SERVICES OR ANY PORTION THEREOF, AT ANY TIME FOR ANY REASON.

AUTO-RENEWAL NOTICE: SOME OF WEDEL SOFTWARE’S SUBSCRIPTIONS FOR THE SERVICES MAY BE AUTO-RENEWING ON A RECURRING BASIS. THIS MEANS THAT WE WILL BILL THE CREDIT CARD OR OTHER PAYMENT METHOD THAT YOU PROVIDE TO US UPON YOUR INITIAL PURCHASE AND ON A RECURRING BASIS AT THE BEGINNING OF EACH RENEWAL PERIOD. BY SIGNING UP FOR RECURRING SUBSCRIPTION PLANS, YOU AUTHORIZE RECURRING CHARGES TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD. Please see other terms below in Section 5 (“Fees and Payment”) regarding your subscription to the Platform, including with regard to terminating your subscription. If you are a Customer that has executed an Order or separate commercial agreement with different payment terms, the foregoing may not apply to you.

SYNTHETIC VOICE DISCLOSURE: THE SERVICES ENABLE THE CREATION OF AUDIO ADVERTISING USING SYNTHETIC VOICES AND ARTIFICIAL INTELLIGENCE. YOU MUST DISCLOSE THE SYNTHETIC ORIGINS OF A COMPUTER-GENERATED VOICE TO YOUR AUDIENCE TO ENSURE TRANSPARENCY AND AVOID CONFUSION. PLEASE SEE SECTION 6.1 FOR MORE INFORMATION ON THIS OBLIGATION.

1. DEFINITIONS

“Adthos Creative Studio” means the text-to-speech and synthetic voice technology services and audio mixing tools that are provided by the Platform for use by Customer to create Results for delivery via Customer Media.

“Authorized Users” means any employees, agents, contractors, end-users and any other third-party who may access or use the Services on Customer’s behalf, or with Customer’s permission.

“Content” means, collectively, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code in the Services.

“Customer” means the individual or entity that enters into these Terms of Service and utilizes the Services.

“Customer Data” means any data, information, music, copyrighted material or other materials that Customer submits to the Platform in the course of using the Adthos Creative Studio.

“Customer Media” means the media of whatever nature that presents the Results from the Adthos Creative Studio.

“Customer Policies” means notices, terms and conditions of use and privacy policies in connection with the Customer Media.

“Linked Sites” means any links from the Services to other independent third-party websites. “Order” means any ordering document for Services executed by Customer and Wedel Software that references these Terms of Service.

“Platform” means Wedel Software’s platform accessible from www.portal.adthos.com that delivers the Adthos Creative Studio.

“Results” means the advertising product(s) developed by Customer’s use of the Adthos Creative Studio on the Platform.

“Services” means, collectively, the Platform, the Adthos Creative Studio, Wedel Software’s applications, websites, training materials and any other documentation pertaining to the foregoing.

“Submission” means any submission, feedback, comments or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag).

The term “you” means Customer, and the individual accepting these Terms of Service on behalf of any legal entity.

2. PRIVACY; SUPPLEMENTAL TERMS; MODIFICATION TO THESE TERMS OF SERVICE

  1. 2.1  Please refer to our Privacy Policy at Adthos Platform for information on how we collect, use and disclose information from our users. Additionally, by using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that transmissions to or through the Services may be intercepted by others, and users assume the risk of security breaches and all consequences resulting from them. In furtherance of the foregoing, users must safeguard their credentials. Please let us know immediately if you suspect that your credentials have been compromised. Please do not send us any sensitive personal information.
  2. 2.2  Supplemental terms may apply, such as policies for a trial, use case scenario, content, third party service (collectively “Supplemental Services”), and such supplemental terms may be disclosed to you in separate disclosures (e.g., a particular webpage of Wedel Software or a third party provider) or in connection with the applicable Supplemental Service(s). Supplemental terms are in addition to, and shall be deemed a part of, these Terms of Service for the purposes of the applicable Supplemental Service(s). These Terms of Service shall prevail over the supplemental terms in the event of a conflict with respect to the applicable Supplemental Service(s).

2.3 Wedel Software may amend these Terms of Service from time to time. Amendments will be effective upon Wedel Software’s posting of such updated Terms of Service, in amended policies, or supplemental terms on the applicable Supplemental Service(s), posted on its website or communicated by other means (e.g., e-mail). Your continued access or use of the Services after such posting confirms your consent to be bound by the Agreement, as amended. If Wedel Software changes these Terms of Service after the date you first agreed to them (or to any subsequent changes to these Terms of Service), you may reject any such change by providing Wedel Software written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective Date” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Wedel Software, or (b) by email from the email address associated with your account to: support@adthos.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms of Service. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms of Service as of the date you first agreed to the Agreement (or to any agreed subsequent changes to the Agreement).

3. PROPRIETARY RIGHTS

  1. 3.1  Unless otherwise noted, the Services, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of Content, contained in the Services is owned, controlled or licensed by or to Wedel Software and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. Except as expressly provided in these Terms of Service, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Wedel Software’s express prior written consent.
  2. 3.2  As between Customer and Wedel Software, Customer owns the Customer Data. Customer, and not Wedel Software, shall have sole responsibility for the content, accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Wedel Software shall not be responsible or liable for the content of any Customer Data or the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
  3. 3.3  Certain third-party software tools included in or with the Services are open-source tools not provided by or warranted by Wedel Software and to which any restrictions stated in these Terms of Service do not apply. In addition, certain open source components are licensed to Wedel Software under an open source license; such components are excluded from any licensing fee charged by Wedel Software for any of its Services.
  4. 3.4  You acknowledge and agree that any Submission is non-confidential and non-proprietary, shall be treated as public information, may be shared with others on other sites and platforms and is submitted by you in compliance with these Terms of Service. Submissions that constitute feedback, comments or suggestions will be the sole and exclusive property of Wedel Software and you hereby irrevocably assign to us all of your right, title and interest in and to all such Submissions, and Wedel Software shall have an unrestricted, irrevocable, world-wide, royalty- free right to use, communicate, reproduce, publish, display, distribute and exploit such Submissions in any manner it chooses. With respect to all other Submissions, you hereby grant Wedel Software an irrevocable, worldwide and perpetual license to use such Submissions as contemplated in these Terms of Service.
  5. 3.5  Your provision of a Submission constitutes a warranty and indemnity by you that you have sufficient license and/or other rights in the content to allow all desired use by Wedel Software and that the information is submitted to Wedel Software in compliance with all applicable laws.

4. LICENSE

  1. 4.1  Wedel Software hereby grants to Customer, for the term of the Agreement, a non-exclusive, non- transferable, non-sublicensable right and license to use the Platform and utilize the Adthos Creative Studio and integrate the Results into Customer Media solely by its Authorized Users, subject to these Terms of Service. Wedel Software reserves all rights, title, and interest in and to the Services, including all related intellectual property rights, subject to the limited rights expressly granted hereunder and the provisions related to open source components.
  2. 4.2  Wedel Software shall endeavor to provide the Adthos Creative Studio to Customer with System Availability of at least 98% during each calendar month, subject to the exclusions set forth herein and also excluding any force majeure occurrence(s), provided that Customer shall have the option of purchasing premium support through the execution by the parties of a Service Level Addendum (“SLA”). For purposes of these Terms of Service, “System Availability” means the percentage of minutes in a month that the material components of the Adthos Creative Studio are operational. “System Availability” will not include any minutes of downtime of the Adthos Creative Studio resulting, in whole or in part, from scheduled maintenance, events of force majeure, malicious attacks on the system or the Adthos Creative Studio, issues associated with Customer’s computing devices, local area networks or internet service provider connections, or Wedel Software’s inability to deliver the Adthos Creative Studio because of Customer’s acts or omissions.
  3. 4.3  Wedel Software shall provide during the term of the Agreement basic technical support in connection with installing and using the Adthos Creative Studio. Such assistance will be provided from 8 AM to 10 PM Eastern Time, Monday through Friday. Wedel Software may provide technical assistance outside of those hours on a case-by-case basis, provided that arrangements to do so are made in advance with Wedel Software. Basic support may also include written or e- mail support responding to questions related to the use of the Adthos Creative Studio and written or email assistance related to technical questions or malfunctions in the Adthos Creative Studio. Support requests for basic support shall be submitted through the correct support channels, which shall include only email at support@adthos.com or the support portal athttps://wedelsoft.atlassian.net/servicedesk/customer/portal/4 through the issuance of a trouble ticket. In no event will any type or form of support be provided through social media, messenger, WhatsApp, or cell phones. Customer may also purchase support for the Adthos Creative Studio beyond such basic support in the form of an SLA based upon the support options elected by Customer in a separate commercial agreement.
  4. 4.4  The Services may be made available or accessed in connection with a third party service (e.g., advertising agency, radio network, invoicing service, traffic data service, ad serving technology or information/data/market-measurement service, etc.) applications or content (including advertising, media content, and demonstration data) that Wedel Software does not control. You acknowledge that different terms of use, agreements and privacy policies may apply to your use of such third party services and content. Wedel Software does not endorse such third party services and content and in no event shall Wedel Software be responsible or liable for any products or services of such third party providers. WEDEL SOFTWARE DISCLAIMS ANY RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION OR ANY OTHER PRACTICES OF ANY THIRD-PARTY APPLICATION OR SERVICE PROVIDER. WEDEL SOFTWARE EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING WHETHER YOUR PERSONAL INFORMATION IS CAPTURED BY ANY THIRD-PARTY APPLICATION PROVIDER OR THE USE TO WHICH SUCH PERSONAL INFORMATION MAY BE PUT BY SUCH THIRD-PARTY APPLICATION PROVIDER.

5. FEES AND PAYMENT

  1. 5.1  Customer agrees to pay Wedel Software the fees for the Services set out in an Order or within the Platform, as applicable, from time to time, according to the level and type of Services used by Customer and in accordance with the payment terms set forth in the Order or Platform. The fees comprise standard recurring subscription fees related to the access to the Adthos Creative Studio as well as usage fees in connection with your usage of particular tools, size of your territory, voices, etc. Wedel Software uses metrics to determine the amount of usage fees, which may include market size, number of stations, GRPs (Gross Rating Points), and CPM (Cost per Mille). Customer agrees to provide all accurate information related to Customer’s usage of the Services which will be used to generate the amount of the usage fees. If you do not insert complete information, Wedel Software will generate estimates of the fees for which you will be responsible regardless of whether the estimate exceeds your usage; provided, however, that Customer shall have thirty (30) days in which to insert and/or revise its usage information. If you insert incorrect information, you will be responsible for any deficiency as well as an additional fee, which may be up to 100% of the usage fee, as liquidated damages and not a penalty. Except as expressly set forth herein or in a separate commercial agreement, all fees are non-cancelable and nonrefundable.
  2. 5.2  Wedel Software may change its standard fees and rates at any time without notice; provided that any such changes will not apply in respect of any (i) Adthos Creative Studio then in- progress; or (ii) any Services Customer has purchased for a defined term (but not including any renewal thereof).
  3. 5.3  Wedel Software’s fees are exclusive of any applicable taxes which may be assessed by any taxing authority having jurisdiction and Customer will pay to Wedel Software or, if required, to the applicable taxing authority the amount of any applicable taxes levied based on Services delivered under these Terms of Service. If taxes are withheld and paid to a taxing authority by Wedel Software, Customer will increase the amount paid to Wedel Software in respect of the withheld amounts so that Wedel Software receives the full amount owing for the Services provided.
  4. 5.4  All fees payable to Wedel Software for Services shall be payable in advance using the payment methods prescribed on the Platform (or in the Order if applicable) unless otherwise agreed upon in writing.
  5. 5.5  As noted above, fees for some of our subscription plans are auto-renewing on a recurring basis. You hereby authorize recurring charges to the payment method that you provide to us. We will bill your payment method upon your initial purchase (or at the end of a free trial if applicable) and on a recurring basis at the beginning of your new renewal period, and you hereby authorize such payments. You agree that Wedel Software will not be responsible for any expenses that you may incur resulting from overdrawing your bank account or exceeding your credit limit as a result of an automatic charge made under these Terms of Service. You are responsible for letting us know immediately if you suspect any unauthorized use of your credit card or login credentials.
  6. 5.6  Any payment not made when due will be subject to interest of two percent (2%) per month compounded monthly or the highest rate permitted by applicable law if less.
  7. 5.7  All fee amounts are stated in United States Dollars or Euros unless otherwise expressly indicated or specified in an Order or a separate commercial agreement.
  8. 5.8  Wedel Software reserves the right to suspend the Services and use of the Platform in the event of any failure of a Customer to pay fees or amounts by the payment due date.
  9. 5.9  Wedel Software uses a third-party payment processor. The processing of payments or credits, as applicable, in connection with use of the Services will be subject to the terms, conditions and privacy policies of the payment processor and applicable credit card issuer. Wedel Software is not responsible for any errors by the payment processor, and you agree to resolve any disputes for amounts charged directly with the payment processor. In connection with Authorized Users’ use of the Services, Wedel Software will obtain certain transaction details, which we will use solely in accordance with the data processing and privacy terms hereof and in our Privacy Policy. Authorized Users will be responsible to obtain all necessary authorizations and consents to process Customer’s or Authorized User’s credit cards and other permitted payment cards and methods.
  1. 5.10  From time to time we may offer free trials to, or introductory pricing for, the Adthos Creative Studio. These offers are available to you only if you have not previously been a subscriber to subscriber content. If you respond to a free trial or introductory pricing offer but do not qualify, we reserve the right to reject your order.
  2. 5.11  You agree to keep your account and payment information current at all times. To make changes to your payment or account information, please contact us
    at mailto:support@adthos.com or via the support portal or make changes in your account settings.

6. USE OF SERVICES; ACCEPTABLE USE POLICY

  1. 6.1  The Services enable the creation of audio advertising using synthetic voices and artificial intelligence. The realism of synthetic voices has improved such that they are becoming increasingly indistinguishable from human voices. YOU MUST ADEQUATELY DISCLOSE THE SYNTHETIC ORIGINS OF A COMPUTER-GENERATED VOICE TO YOUR AUDIENCE TO ENSURE TRANSPARENCY AND AVOID CONFUSION. Your disclosure must be appropriately conspicuous taking into account the level of human-like representations you give your persona to ensure that your audiences will not associate it with a real person or cause them to believe that the content is spoken by a real person rather than computer-generated. You are solely responsible for the placement, timing, content and appearance of your disclosure. Notwithstanding anything to the contrary herein, you agree to indemnify and hold Wedel Software, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees) arising out of your breach of this Section 6.1, including, without limitation, pursuant to (i) any claim by a listener or any other third party related to your failure to provide a disclosure or the inadequacy of your disclosure; or (ii) any determination by Wedel Software, a regulatory authority or a Wedel Software supplier or licensor, that your use of the synthetic voices violates applicable terms and conditions, laws, rules or regulations. Please see https://www.adthos.com/disclosure/ for more information. Further, you are required at such site to upload your disclosure so that Wedel Software may monitor your compliance with this section. Wedel Software reserves the right in its sole discretion to require changes in your disclosures to comply with these Terms of Service; provided, however, that the failure of Wedel Software to suggest or require changes shall not constitute acceptance or approval of your disclosure or relieve you of your indemnity obligations herein.
  2. 6.2  You agree to comply with all use restrictions described in an Order or on the Platform related to particular tools or content in the Adthos Creative Studio. For example, a particular voiceover may have an exclusive arrangement with a particular company and not be available for your use.
  3. 6.3  You will be responsible for all acts and omissions associated with your access and use of the Services and the access and use of the Services by Authorized Users. The Services are intended for use by Authorized Users only. In order to access and use the Services, you must register for and maintain an active user account. Authorized Users must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18). To obtain an account you must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable online registration form or the Order, as applicable. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. After you have fully completed the registration form, you may be asked to choose a password and a username. It is entirely your responsibility to maintain the confidentiality of your password and account. You agree to notify Wedel Software immediately at support@adthos.com of any unauthorized use of your account. Wedel Software is not liable for any loss that you may incur as a result of an unauthorized user using your password or account, either with or without your knowledge. You may cancel your account by delivering notice to Wedel Software. Each Authorized User shall remain an Authorized User unless your account is terminated in accordance with these Terms of Service.
  1. 6.4  Customer represents and warrants that: (a) its use of the Services will comply with all applicable international, federal, state, and local laws and regulations, including those laws and regulations regarding communications and broadcasting (including without limitation those of the U.S. Federal Communications Commission), advertising, customer solicitation, data protection and privacy; (b) it owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data and the Customer Media; and (c) the Customer Media and content delivered through the Customer Media, including Customer’sname, logo and all marks, shall not infringe any intellectual property right of any third party.
  2. 6.5  Customer shall be responsible for implementing, posting and abiding by appropriate Customer Policies that: (a) have provisions consistent with, and no less protective of Wedel Software than those contained in, these Terms of Service; (b) disclose to audiences of Customer Media that the Results utilize artificial intelligence and synthetic voices in accordance with Section 6.1 hereof; and (c) comply with all laws, rules and regulations applicable to Customer, including without limitation, those related to data protection and privacy and copyright laws. All such Customer Policies shall accurately reflect Customer’s data handling practices and be affirmatively agreed to by Customer’s users.
  3. 6.6  In connection with your use of the Services, you represent and warrant that you and your Authorized Users shall only use the Services as expressly authorized by Wedel Software under the Agreement. Without prejudice to the foregoing and unless specifically authorized under the Agreement, you shall not, and shall not assist, encourage or permit any other person to:
    • reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Wedel Software;
    • decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
    • link to, mirror or frame any portion of the Services;
    • cause or launch any programs or scripts for the purpose of scraping, indexing,surveying, or otherwise data mining any portion of the Services or unduly burdening or

      hindering the operation and/or functionality of any aspect of the Services;

    • attempt to gain unauthorized access to or impair any aspect of the Services or itsrelated systems or networks;
    • use the Services (wholly or in part) in combination with any data of a third party(including third party data processors) without the express written consent of Wedel

      Software;

    • bypass or breach any security device or protection used for or contained in theServices;
  • remove, delete, translate, combine, supplement, obscure, deface or otherwise alter any notice of confidentiality, trademark, proprietary rights, symbols, notices, marks or other indicia of ownership that may be contained in, on or relating to the Services;
  • access or use the Services in a way intended to avoid incurring fees or charges;
  • offer the Services as a Software as a Service to a third party;
  • use an unlicensed version of the Platform or Adthos Creative Studio provided by a thirdparty;
  • export to any third party data generated by the Services except as permitted by theseTerms of Service or a separate agreement entered by you or the third party and Wedel

    Software;

  • attempt to aggregate users, impersonate an Authorized User or otherwise circumventWedel Software’s licensing restrictions via technical means, including the use of any interface between the Services and other software that performs functionality substantially similar to that contained in the Services;
  • post, upload, publish, submit or transmit any material that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances; or
  • violate any local, state, provincial, national, or other law or regulation, or any order of a court.
  1. 6.7  Any conduct by a Customer or any of its Authorized Users that in our discretion restricts or inhibits any other user from using or enjoying the Services is expressly prohibited. We reserve the right in our sole and absolute discretion to remove without notice any Results or other content which violates the foregoing requirements.
  2. 6.8  Wedel Software reserves the right, at any time, without notice to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

7. COPYRIGHT POLICY.

We do not permit copyright infringing activities and infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes another’s intellectual property rights. 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 writing (see 17 U.S.C 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
  • description of the copyrighted work that you claim has been infringed;
  • description of the material that you claim is infringing and where it is located on the Services;
  • identification of the URL or other specific location on the Services where the material that youclaim is infringing is located;
  • your address, telephone number, and email address;
  • statement by you that you have a good faith belief that the disputed use is not authorized by thecopyright owner, its agent, or the law;
  • statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at support@adthos.com with “DMCA Notice” in the subject line or by mail at Copyright Agent, c/o Wedel Software Inc., 1177 Avenue of the Americas,5th Floor, New York, NY 10036.

Upon receipt of such notice, we will investigate and remove material if necessary. You will be notified of the results of such investigation.

As all of Wedel Software’s servers are located in the United States, any claims of copyright infringement, wherever located, shall be governed by U.S. law and be subject to the procedures set out in this Section 7.

8. TERM; SUSPENSION; TERMINATION

8.1 Should you wish to cancel your subscription, please let us know in advance of your renewal date by contacting us at support@adthos.com or using any self-service tools in your account settings. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. We reserve the right to issue refunds at our sole discretion. If we provide a refund, we are not obligated to do so again in the future.

8.2 Either party may terminate these Terms of Service for cause upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.

8.3

Wedel Software may terminate your use of the Services or any of our features if we discontinue the Services. Wedel Software may also, in its sole discretion, without prior notice and to the extent applicable, suspend or terminate your and your Authorized Users’ access to the Services and/or block your future access to the Services if we determine that you have violated these Terms of Service (including for non-payment of fees) or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms of Service will cause irreparable harm to Wedel Software for which monetary damages would be inadequate, and you consent to Wedel Software obtaining any injunctive or equitable relief that Wedel Software deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Wedel Software may have at law or in equity.

8.4 With respect to any termination or cancellation of the Agreement, you shall remain responsible for any fees, costs or expenses incurred prior to termination of the Agreement. Additionally, you shall be responsible for, and you agree to pay, any legal fees, court costs or expenses associated with enforcing the terms of the Agreement, whether upon termination or otherwise.

8.5 The provisions of these Terms of Service concerning Services’ security, prohibited activities, copyrights, trademarks, Submissions, disclaimers, limitation of liability, resolution of disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of the Agreement.

9. DISCLAIMERS; LIMITATION OF LIABILITY

  1. 9.1  THE SERVICES AND ALL TOOLS AND CONTENT OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
  2. 9.2  The above disclaimer applies to any damages, liability or injuries, whether for breach of contract, tort, negligence or any other cause of action.
  1. 9.3  EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL WEDEL SOFTWARE, ITS SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SERVICES AND ITS CONTENTS, BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (1) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (2) YOUR INABILITY TO USE, RELIANCE ON, UNAUTHORIZED USE OF, PERFORMANCE OR NON- PERFORMANCE OF THIS SERVICES; (3) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (4) THE PROVISION OR FAILURE TO PROVIDE ANY SERVICE; (5) ERRORS OR INACCURACIES RESULTING FROM THE USE OF THE SERVICES OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR ANY COMPONENTS OF THE FOREGOING; (6) ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (7) ANY PROPERTY DAMAGE INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICES CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THE SERVICES OR ANY SITE TO WHICH IT PROVIDES HYPERLINKS; (8) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE SERVICES; OR (9) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WEDEL SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  2. 9.4  EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WEDEL SOFTWARE, ITS SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SERVICES AND ITS CONTENTS, BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, IN AN AMOUNT THAT EXCEEDS THE FEES ACTUALLY PAID BY CUSTOMER TO WEDEL SOFTWARE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.
  3. 9.5  SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, WEDEL SOFTWARE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SHALL HAVE NO EFFECT ON WEDEL SOFTWARE’S CHOICE OF LAW PROVISION SET FORTH BELOW.

10. INDEMNITY

You agree to indemnify and hold Wedel Software, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, the “Wedel Software Parties”), harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against a Wedel Software Party by any third party due to or arising out of or in connection with (1) your access to or use of the Services and the Results obtained through the Services; (2) your violation of these Terms of Service or any applicable law, rule or regulation, (3) your violation of any rights of any third party; (4) any disputes or issues between you and any third party (including your users); and (5) infringement of the copyright, patent or other intellectual property rights of any third-party to the extent that such claims relate to or result from software, hardware, data or content provided by you.

11. CONFIDENTIALITY

  1. 11.1  Confidential Information. In connection with the Agreement, the Disclosing Party may disclose or make available Confidential Information to the Receiving Party. “Disclosing Party” means the party disclosing Confidential Information to the other party, including any affiliate of such other party. “Receiving Party” means the party receiving Confidential Information from the other party, including any affiliate of such other party. “Confidential Information” means all information or materials furnished by the Disclosing Party to the Receiving Party orally, or in written or electronic form, which is confidential, proprietary, or otherwise not generally available to the public. Notwithstanding the foregoing, the following will not constitute Confidential Information for purposes of the Agreement: (i) information which is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in breach of the Agreement; (ii) information which was known to the Receiving Party on a non-confidential basis prior to being furnished to the Receiving Party by the Disclosing Party; (iii) information which becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party unless such source was known or could reasonably be determined to be under a confidentiality obligation to the Disclosing Party, and (iv) information that is independently developed by representatives of the Receiving Party who have not had access to the Confidential Information.
  2. 11.2  Protection of Confidential Information. The Receiving Party shall: (i) protect and safeguard the confidentiality of all Confidential Information of the Disclosing Party with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not disclose or use theDisclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than in the exercise and performance of its rights and obligations under the Agreement (the “Permitted Purpose”); and (iii) not disclose any Confidential Information to any person, except to the Receiving Party’s representatives who (A) need to know such Confidential Information for the Permitted Purpose, (B) are informed by the Receiving Party of the confidential nature of such Confidential Information, and (C) are subject to confidentiality obligations to the Receiving Party that are no less restrictive than the terms and conditions of these Terms of Service.
  3. 11.3  Compelled Disclosures. Before the Receiving Party (or its representatives) makes any disclosure of any of the Disclosing Party’s Confidential Information under applicable law, the Receiving Party shall, to the extent permitted under applicable law, provide the Disclosing Party with: (i) prompt notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (ii) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking such protective order or other limitation on disclosure.
  4. 11.4  Return of Confidential Information. At the request in writing of the Disclosing Party, the Receiving Party shall return all Confidential Information of the Disclosing Party and all materials that contain any of the Disclosing Party’s Confidential Information, including all specifications, drawings, designs, recording tapes, computer software, data and any other materials whatsoever and all copies made thereof, or if so requested by the Disclosing Party, the Receiving Party shall certify in writing that all copies of the Disclosing Party’s Confidential Information have been destroyed, except to the extent that the same form part of (i) the permanent records of the Receiving Party that it is bound by applicable law to preserve or (ii) any electronic records that are customarily backed up in the normal course of the Receiving Party’s business, in which event the Receiving Party may retain such Confidential Information in strictest confidence. Notwithstanding the return to the Disclosing Party of the Confidential Information pursuant to this clause, the Receiving Party and its representatives shall continue to be bound to their confidentiality and other obligations under these Terms of Service.

11.5 Breach. The Receiving Party shall be responsible and liable for any breach of this Section 11 by any of its representatives.

12. CHOICE OF LAW; VENUE; THIRD PARTY RIGHTS

  1. 12.1  If Customer is a resident of North America or an entity organized under the laws of a jurisdiction in North America, the Agreement or any dispute in connection with the subject matter of the Agreement shall be governed by the laws of the State of New York, USA without regard to the conflicts of law principles thereof. In such event, the parties to the Agreement consent to the exclusive jurisdiction of the federal and state courts located in New York, New York. If Customer is a resident outside North America or an entity organized under the laws of a jurisdiction other than in North America, the Agreement or any dispute in connection with the subject matter of the Agreement shall be governed by the laws of the Netherlands. In such event, the parties irrevocably agree that the courts of the Netherlands shall have exclusive jurisdiction to hear and determine any action or dispute which may arise therefrom.
  2. 12.2  The parties expressly disclaim the applicability of, and waive any rights based upon, the United Nations Convention on Contracts for the International Sale of Goods.
  3. 12.3  Each party agrees to waive any objection which it might otherwise have to such courts being a convenient and appropriate forum.
  4. 12.4  Each party agrees to waive, with respect to itself and its revenues and assets, all immunity on the grounds of sovereignty or other similar grounds from suit, jurisdiction of any court, relief by way of injunction, order for specific performance or for recovery of property, attachment of its assets (whether before or after judgment) and execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction and irrevocably agrees that it will not claim any such immunity in any proceedings.
  5. 12.5  Each party irrevocably and unconditionally waives any right it may have to a trial by jury with respect to any legal action arising out of or relating to the Agreement.
  6. 12.6  A dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
  7. 12.7  A person who is not a party to the Agreement has no rights to enforce any provision of the Agreement. The rights of the Parties to terminate, rescind or agree to any variation, waiver or settlement under the Agreement are not subject to the consent of any person that is not a party to the Agreement.
  8. 12.8  If any legal action is necessary to enforce the terms of the Agreement, the substantially prevailing party shall be entitled to reasonable legal fees and costs.
  9. 12.9  Canada. The parties declare that they have required that these Terms of Service and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

13. NOTICE.

Wedel Software may give notice by means of a general notice on the Platform, electronic mail to your email address in your account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Wedel Software, with such notice deemed given when received by Wedel Software, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Wedel Software as follows:

Registered agent: Business Filings Incorporated c/o Wedel Software BV
187 Wolf Road, Suite 101
Albany, New York 12205

Wedel Software: For U.S. Customers: Wedel Software Inc.
1177 Avenue of the Americas,
5th Floor,

New York, NY 10036

For European, Middle Eastern and African Customers: Wedel Software BV
Binckhorstlaan 36
2516 BE Den Haag

copy: support@adthos.com

14. MISCELLANEOUS

  1. 14.1  The Services may contain Linked Sites, which are provided solely as a convenience to our users. Such Linked Sites are not under Wedel Software’s control, and Wedel Software is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.
  2. 14.2  You may preserve these Terms of Service in written form by printing it for your records, and you waive any other requirement that these Terms of Service be evidenced by a written document.
  3. 14.3  You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
  4. 14.4  All provisions of these Terms of Service are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
  5. 14.5  These Terms of Service, together with an Order (and all addenda, appendices and other referenced terms and conditions), our Privacy Policy and any other legal notices published by Wedel Software, constitute the entire agreement between you and Wedel Software with regard to your use of the Services.
  1. 14.6  Wedel Software’s failure to insist on or enforce strict performance of these Terms of Service shall not be deemed a waiver by Wedel Software of any provision or any right it has to enforce these Terms of Service. Any such waiver must be in writing in order to be effective.
  2. 14.7  These Terms of Service are binding on the parties hereto and their respective successors and permitted assigns. Customer may not assign these Terms of Service without the prior written consent of Wedel Software. Wedel Software may assign these Terms of Service without your consent. Any assignment in violation of this section is void.
  3. 14.8  Wedel Software’s failure to perform any term or condition of these Terms of Service as a result of conditions beyond its control, including but not limited to, acts of God, war, strikes, fires, floods, governmental restrictions, power failures, pandemics or damage or destruction of any network facilities or servers, shall not be deemed a breach of these Terms of Service. In the event that Wedel Software is not able to provide Services during such event, during such period Customer’s obligation to pay for the Services shall be suspended.
  4. 14.9  No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of these Terms of Service.
  5. 14.10  The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and Wedel Software as a result of these Terms of Service or use of the Services.
  6. 14.11  Notice for California Users. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

© 2022 Wedel Software. All rights reserved.

Name

Phone

Message

Stay updated with Adthos?