Terms of Service
Last Modified: March 15, 2025
These Terms of Service, including all exhibits, supplements, appendices, and policies attached or referenced herein (the “Agreement”) are between Edgecast Cloud Services LLC d/b/a Edgecast, its Affiliates and subsidiaries (together, “Edgecast”) and the other signatory to the applicable Service Order (“Customer”)(each, a “Party” and collectively, the “Parties”).
The applicable terms of this Agreement also govern the use of Free, Trial, or Beta Services offered by Edgecast. By clicking on a box to indicate your acceptance or by otherwise using Edgecast’s Free, Trial, or Beta Services, you, the undersigned (“You”), agree to these terms and conditions and consent to be bound by the same. If You are acting on behalf of an entity, you represent that you have the authority to bind the entity tothese terms and conditions. If You do not have the authority or You do not agree to these terms and conditions,You or the entity you represent may not use the Services.
In consideration of the mutual promises herein, the Parties agree to the following:
1. Definitions
1.1. “Acceptable Use Policy” or “AUP” means Edgecast’s acceptable use policy, available at https://www.edgecast.io/legals/all or other URL designated by Edgecast.
1.2. "Affiliate" means an entity directly or indirectly Controlled by, Controlling or under commonControl with a Party, now or in the future. An entity shall “Control" another entity when it owns more than50% of the equity or other voting interests or otherwise has primary management or operational responsibility.
1.3. "Change of Control" means one or more transactions whereby (a) Control of a Party is transferred, directly or indirectly, whether by operation of law or otherwise, (b) all or substantially all of suchParty’s assets or equity securities are acquired by a person, firm or entity or (c) such Party is merged orconsolidated with or into another entity; provided, that, in any case, such Party's equity owners of record immediately before such transaction(s) shall, immediately after such transaction(s), hold less than 50% of the voting power of the succeeding, acquiring or surviving entity.
1.4. "Confidential Information" means proprietary, nonpublic, or trade secret information, disclosed in written, oral, or visual form, that the disclosing Party, its Affiliates, or agents (each, "DisclosingParty") provides to the receiving Party, its Affiliates, or agents (each, "Receiving Party") and that DisclosingParty designates as being confidential or, if disclosed orally, states at the time of initial disclosure, or if not so marked or stated should reasonably have been understood as confidential to Disclosing Party, either because ofthe circumstances of disclosure or the nature of the information itself and that (a) relates to Disclosing Party, its products, services, developments, trade secrets, know-how, or personnel; and (b) is received by Receiving Party from Disclosing Party during the Term.
1.5. "Customer Content" means any digital assets, including application code or software(“Application Code”), and data provided by Customer for storage, delivery, or other processing or use associated with the Services, uploaded or routed to, passed through, and/or stored on or within Edgecast's applicable network or otherwise provided to Edgecast.
1.6. "End User" means a subscriber, member or other visitor of an online site or service owned and/or operated by Customer who uses, benefits from or accesses the Services.
1.7. "End User Data" means information that identifies an End User and is necessary to implement and use the HTTP or HTTP/S protocol in connection with providing the Services, including IP address.
1.8. "Intellectual Property Rights" means all patents, copyrights, trade secrets, trademarks, and service marks, trade names, trade dress, goodwill, and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, derivative works, know how, all other intellectual property or proprietary rights (registered or not), and equivalents or similar forms of protection existing worldwide, and all applications for and registrations in such rights.
1.9. "Service Order" or "SO" means a specification of Services to be performed by Edgecast and theassociated fees or charges, as agreed and fully executed by the Parties.
1.10. "Services" has the meaning set forth in Section 2 below and, as applicable, Beta Services.
1.11. “Service Level Agreement” or “SLA” means the service level agreement applicable to the Services as may be set forth in the applicable Service Supplement.
1.12. “Service Supplements” means the documentation available at https://www.edgecast.io/legals/all or otherwise attached to a SO, which sets forth the description, rates, service levels and other applicable terms for the applicable Services.
1.13. “Statement of Work” or “SOW” means a specification of the non-standard (i.e., custom or professional) Services to be performed by Edgecast and the associated fees or charges, as agreed by the Parties.
1.14. “Taxes” means any applicable taxes, tax-like charges, tax-related charges and other charges or surcharges, including all excise, use, sales, value-added and other fees, surcharges and levies.
2. Services
2.1. Services. Edgecast shall provide the Services to Customer as specified in an SO or SOW, subject to the terms and conditions herein (including any applicable SO, SOW and/or Service Supplement terms, which are deemed incorporated herein). Services will be provided at the levels specified in the applicable Service Level Agreement, if any. Customer’s sole and exclusive remedy for any interruption, failure, defect, impairment, or inadequacy of the Services is specified in the Service Level Agreement.
2.2. Acceptable Use, Technical Cooperation. a. Customer is responsible for and assumes all liabilities arising out of or related toCustomer Content. Edgecast is a mere intermediary (i.e., passive conduit) for transmission of Customer Contentand does not exercise editorial or any other type of control over Customer Content. Any use of the Servicesmust comply with the AUP. If Edgecast determines in its sole discretion that Customer Content or any use ofthe Services may compromise the Services, is inappropriate or violates or is inconsistent with the AUP or therights of others (“Adverse Impact”), Edgecast may take such steps as necessary to resolve the Adverse Impactand will use commercially reasonable efforts to avoid any undue interruption of Services and the foregoing iswithout prejudice to and shall not preclude or limit any other rights and remedies available to Edgecast. Forpurposes of this Agreement, “Adversely Impact” does not mean an unscheduled increase in End User traffic.
2.4. Confidential Information
Nonpublic, proprietary, or trade secret information disclosed in any form that is designated as confidential or should reasonably be understood as confidential.
2.5. Customer Content
Digital assets, including application code and data, stored, delivered, or processed via Edgecast’s network.
2.6. End User
A subscriber or visitor of a Customer’s online site or service.
2.7. End User Data
Data required to implement HTTP/HTTPS protocols, including IP addresses.
2.8. Intellectual Property Rights
All patents, copyrights, trade secrets, trademarks, service marks, and other related rights worldwide.
2.9. Service Order (SO)
A specification of Services to be performed by Edgecast and the associated fees.
2.10. Services
As defined in Section 3 and applicable Beta Services.
2.11. Service Level Agreement (SLA)
The service level agreement for the Services, detailed in applicable Service Supplements.
2.12. Service Supplements
Documentation describing service levels, rates, and terms for the Services. Contact for copy.
2.13. Statement of Work (SOW)
A specification of custom or professional Services, agreed upon by the Parties.
2.14. Taxes
Includes excise, use, sales, value-added taxes, and other applicable charges.
3. Services
3.1. Provision of Services
Edgecast will provide the Services as specified in an SO or SOW, subject to this Agreement and applicable SLAs. The sole remedy for service failures is outlined in the Service Level Agreement.
3.2. Acceptable Use and Technical Cooperation
a. Customer Responsibility
1. Customer is solely responsible for Customer Content and assumes all liabilities related to its transmission.
2. Customer must comply with the AUP.
3. Edgecast may take necessary steps to mitigate Adverse Impact caused by Customer’s Content or use of Services.
b. Configuration Requirements
1. Customer must cooperate with Edgecast for proper service configuration.
2. Customer is responsible for modifying content identifiers for Edgecast’s delivery network.
c. Bandwidth and Security
1. Customer is responsible for bandwidth usage and related charges.
2. Customer must maintain security of credentials and access controls.
3. Customer should back up all Customer Content and Data.
d. Application Code
If Customer integrates custom application code with Edgecast Services, Customer is solely responsible for:
1. Performance and security of the code.
2. Adhering to third-party software licenses.
3. Providing necessary support.
3.3. Subcontractors
Edgecast may engage third-party suppliers to provide Services.
3.4. Order of Precedence
In case of conflicts:
1. SO takes precedence.
2. SOW follows.
3. Service Supplements apply next.
4. This Agreement is last in priority.
4. Charges and Payment
4.1. Taxes
All fees are exclusive of taxes.
Customer must provide valid exemption certificates if applicable.
4.2. Payment Terms
Payment is due within 30 days of the invoice date.
Late payments may result in:
a. Service suspension
b. Late fees (1.5% per month or maximum allowable rate)
c. Additional security deposits
Disputed invoices must be reported within 30 days.
5. Intellectual Property
5.1. Edgecast’s Rights
Edgecast retains ownership of all Intellectual Property related to its network, software, and services.
5.2. Customer’s Rights
Customer retains ownership of Customer Content but grants Edgecast a limited license to process it as needed.
6. Confidentiality
Confidential Information must be protected using reasonable security measures.
Disclosure is permitted only:
1. Under legal obligation.
2. To employees or contractors under NDA.
Edgecast shall process and store customer data in compliance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) where applicable. Edgecast agrees not to sell, share, or misuse customer data and shall implement industry-standard security measures to protect against unauthorized access, disclosure, or breach. Customers retain ownership of their data and may request deletion or modification in compliance with legal requirements.
7. Representations and Warranties
Each Party represents that it has the legal authority to enter into this Agreement.
Customer warrants that it has obtained all necessary consents for Customer Data and End User Data.
8. Disclaimer
Edgecast provides all Services "AS IS" and disclaims all warranties, including:
a. Fitness for a particular purpose
b. Non-infringement
c. Security guarantees
9. Limitation of Liability
Neither Party is liable for:
a. Indirect, incidental, or consequential damages
b. Loss of revenue, profits, or goodwill
Edgecast’s total liability is capped at 12 months of Customer fees.
10. Indemnification
10.1. Customer Indemnification
Customer will defend and indemnify Edgecast against third-party claims related to:
a. Customer’s products, services, or websites.
b. Unauthorized access to the Services.
c. Copyright infringement by Customer Content.
10.2. Edgecast Indemnification
Edgecast will defend Customer against claims that its Services infringe Intellectual Property Rights.
11. Termination
11.1. Termination for Cause
Either Party may terminate for:
a. Material breach
b. Bankruptcy or insolvency
11.2. Effects of Termination
a. Upon termination:All access to Services ceases.
b. Customer must pay outstanding balances.
c. Confidentiality obligations survive termination.
12. Publicity
a. Customer grants Edgecast permission to use Customer’s logo and name for marketing purposes.
b. Press releases require mutual consent.
13. Miscellaneous
a. Governing Law: Delaware, USA.
b. No Third-Party Beneficiaries.
c. Force Majeure: Neither Party is liable for delays due to uncontrollable events.
d. Assignment: Edgecast may freely assign this Agreement.
e. Anti-Corruption Compliance: Customer must comply with anti-bribery laws.
f. Any disputes arising out of or related to this Agreement shall first be resolved through good-faith negotiations between the parties. If no resolution is reached within 30 days, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). Arbitration shall take place in [State, e.g., California], and each party shall bear its own legal costs unless otherwise determined by the arbitrator. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction for claims related to intellectual property or unauthorized use of services.
g. Edgecast reserves the right to update or modify these Terms of Service at any time. Any changes shall be communicated to customers at least 30 days in advance via email or a notice on the Edgecast website. Continued use of the services after the effective date of the modifications constitutes acceptance of the updated terms. If a customer does not agree to the updated terms, they may terminate the agreement in accordance with the "Termination" section.
14. Edgecast Contact Information
For privacy-related inquiries, contact:
Email: hello@edgecast.io
The applicable terms of this Agreement also govern the use of Free, Trial, or Beta Services offered by Edgecast. By clicking on a box to indicate your acceptance or by otherwise using Edgecast’s Free, Trial, or Beta Services, you, the undersigned (“You”), agree to these terms and conditions and consent to be bound by the same. If You are acting on behalf of an entity, you represent that you have the authority to bind the entity tothese terms and conditions. If You do not have the authority or You do not agree to these terms and conditions,You or the entity you represent may not use the Services.
In consideration of the mutual promises herein, the Parties agree to the following:
1. Definitions
1.1. “Acceptable Use Policy” or “AUP” means Edgecast’s acceptable use policy, available at https://www.edgecast.io/legals/all or other URL designated by Edgecast.
1.2. "Affiliate" means an entity directly or indirectly Controlled by, Controlling or under commonControl with a Party, now or in the future. An entity shall “Control" another entity when it owns more than50% of the equity or other voting interests or otherwise has primary management or operational responsibility.
1.3. "Change of Control" means one or more transactions whereby (a) Control of a Party is transferred, directly or indirectly, whether by operation of law or otherwise, (b) all or substantially all of suchParty’s assets or equity securities are acquired by a person, firm or entity or (c) such Party is merged orconsolidated with or into another entity; provided, that, in any case, such Party's equity owners of record immediately before such transaction(s) shall, immediately after such transaction(s), hold less than 50% of the voting power of the succeeding, acquiring or surviving entity.
1.4. "Confidential Information" means proprietary, nonpublic, or trade secret information, disclosed in written, oral, or visual form, that the disclosing Party, its Affiliates, or agents (each, "DisclosingParty") provides to the receiving Party, its Affiliates, or agents (each, "Receiving Party") and that DisclosingParty designates as being confidential or, if disclosed orally, states at the time of initial disclosure, or if not so marked or stated should reasonably have been understood as confidential to Disclosing Party, either because ofthe circumstances of disclosure or the nature of the information itself and that (a) relates to Disclosing Party, its products, services, developments, trade secrets, know-how, or personnel; and (b) is received by Receiving Party from Disclosing Party during the Term.
1.5. "Customer Content" means any digital assets, including application code or software(“Application Code”), and data provided by Customer for storage, delivery, or other processing or use associated with the Services, uploaded or routed to, passed through, and/or stored on or within Edgecast's applicable network or otherwise provided to Edgecast.
1.6. "End User" means a subscriber, member or other visitor of an online site or service owned and/or operated by Customer who uses, benefits from or accesses the Services.
1.7. "End User Data" means information that identifies an End User and is necessary to implement and use the HTTP or HTTP/S protocol in connection with providing the Services, including IP address.
1.8. "Intellectual Property Rights" means all patents, copyrights, trade secrets, trademarks, and service marks, trade names, trade dress, goodwill, and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, derivative works, know how, all other intellectual property or proprietary rights (registered or not), and equivalents or similar forms of protection existing worldwide, and all applications for and registrations in such rights.
1.9. "Service Order" or "SO" means a specification of Services to be performed by Edgecast and theassociated fees or charges, as agreed and fully executed by the Parties.
1.10. "Services" has the meaning set forth in Section 2 below and, as applicable, Beta Services.
1.11. “Service Level Agreement” or “SLA” means the service level agreement applicable to the Services as may be set forth in the applicable Service Supplement.
1.12. “Service Supplements” means the documentation available at https://www.edgecast.io/legals/all or otherwise attached to a SO, which sets forth the description, rates, service levels and other applicable terms for the applicable Services.
1.13. “Statement of Work” or “SOW” means a specification of the non-standard (i.e., custom or professional) Services to be performed by Edgecast and the associated fees or charges, as agreed by the Parties.
1.14. “Taxes” means any applicable taxes, tax-like charges, tax-related charges and other charges or surcharges, including all excise, use, sales, value-added and other fees, surcharges and levies.
2. Services
2.1. Services. Edgecast shall provide the Services to Customer as specified in an SO or SOW, subject to the terms and conditions herein (including any applicable SO, SOW and/or Service Supplement terms, which are deemed incorporated herein). Services will be provided at the levels specified in the applicable Service Level Agreement, if any. Customer’s sole and exclusive remedy for any interruption, failure, defect, impairment, or inadequacy of the Services is specified in the Service Level Agreement.
2.2. Acceptable Use, Technical Cooperation. a. Customer is responsible for and assumes all liabilities arising out of or related toCustomer Content. Edgecast is a mere intermediary (i.e., passive conduit) for transmission of Customer Contentand does not exercise editorial or any other type of control over Customer Content. Any use of the Servicesmust comply with the AUP. If Edgecast determines in its sole discretion that Customer Content or any use ofthe Services may compromise the Services, is inappropriate or violates or is inconsistent with the AUP or therights of others (“Adverse Impact”), Edgecast may take such steps as necessary to resolve the Adverse Impactand will use commercially reasonable efforts to avoid any undue interruption of Services and the foregoing iswithout prejudice to and shall not preclude or limit any other rights and remedies available to Edgecast. Forpurposes of this Agreement, “Adversely Impact” does not mean an unscheduled increase in End User traffic.
2.4. Confidential Information
Nonpublic, proprietary, or trade secret information disclosed in any form that is designated as confidential or should reasonably be understood as confidential.
2.5. Customer Content
Digital assets, including application code and data, stored, delivered, or processed via Edgecast’s network.
2.6. End User
A subscriber or visitor of a Customer’s online site or service.
2.7. End User Data
Data required to implement HTTP/HTTPS protocols, including IP addresses.
2.8. Intellectual Property Rights
All patents, copyrights, trade secrets, trademarks, service marks, and other related rights worldwide.
2.9. Service Order (SO)
A specification of Services to be performed by Edgecast and the associated fees.
2.10. Services
As defined in Section 3 and applicable Beta Services.
2.11. Service Level Agreement (SLA)
The service level agreement for the Services, detailed in applicable Service Supplements.
2.12. Service Supplements
Documentation describing service levels, rates, and terms for the Services. Contact for copy.
2.13. Statement of Work (SOW)
A specification of custom or professional Services, agreed upon by the Parties.
2.14. Taxes
Includes excise, use, sales, value-added taxes, and other applicable charges.
3. Services
3.1. Provision of Services
Edgecast will provide the Services as specified in an SO or SOW, subject to this Agreement and applicable SLAs. The sole remedy for service failures is outlined in the Service Level Agreement.
3.2. Acceptable Use and Technical Cooperation
a. Customer Responsibility
1. Customer is solely responsible for Customer Content and assumes all liabilities related to its transmission.
2. Customer must comply with the AUP.
3. Edgecast may take necessary steps to mitigate Adverse Impact caused by Customer’s Content or use of Services.
b. Configuration Requirements
1. Customer must cooperate with Edgecast for proper service configuration.
2. Customer is responsible for modifying content identifiers for Edgecast’s delivery network.
c. Bandwidth and Security
1. Customer is responsible for bandwidth usage and related charges.
2. Customer must maintain security of credentials and access controls.
3. Customer should back up all Customer Content and Data.
d. Application Code
If Customer integrates custom application code with Edgecast Services, Customer is solely responsible for:
1. Performance and security of the code.
2. Adhering to third-party software licenses.
3. Providing necessary support.
3.3. Subcontractors
Edgecast may engage third-party suppliers to provide Services.
3.4. Order of Precedence
In case of conflicts:
1. SO takes precedence.
2. SOW follows.
3. Service Supplements apply next.
4. This Agreement is last in priority.
4. Charges and Payment
4.1. Taxes
All fees are exclusive of taxes.
Customer must provide valid exemption certificates if applicable.
4.2. Payment Terms
Payment is due within 30 days of the invoice date.
Late payments may result in:
a. Service suspension
b. Late fees (1.5% per month or maximum allowable rate)
c. Additional security deposits
Disputed invoices must be reported within 30 days.
5. Intellectual Property
5.1. Edgecast’s Rights
Edgecast retains ownership of all Intellectual Property related to its network, software, and services.
5.2. Customer’s Rights
Customer retains ownership of Customer Content but grants Edgecast a limited license to process it as needed.
6. Confidentiality
Confidential Information must be protected using reasonable security measures.
Disclosure is permitted only:
1. Under legal obligation.
2. To employees or contractors under NDA.
Edgecast shall process and store customer data in compliance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) where applicable. Edgecast agrees not to sell, share, or misuse customer data and shall implement industry-standard security measures to protect against unauthorized access, disclosure, or breach. Customers retain ownership of their data and may request deletion or modification in compliance with legal requirements.
7. Representations and Warranties
Each Party represents that it has the legal authority to enter into this Agreement.
Customer warrants that it has obtained all necessary consents for Customer Data and End User Data.
8. Disclaimer
Edgecast provides all Services "AS IS" and disclaims all warranties, including:
a. Fitness for a particular purpose
b. Non-infringement
c. Security guarantees
9. Limitation of Liability
Neither Party is liable for:
a. Indirect, incidental, or consequential damages
b. Loss of revenue, profits, or goodwill
Edgecast’s total liability is capped at 12 months of Customer fees.
10. Indemnification
10.1. Customer Indemnification
Customer will defend and indemnify Edgecast against third-party claims related to:
a. Customer’s products, services, or websites.
b. Unauthorized access to the Services.
c. Copyright infringement by Customer Content.
10.2. Edgecast Indemnification
Edgecast will defend Customer against claims that its Services infringe Intellectual Property Rights.
11. Termination
11.1. Termination for Cause
Either Party may terminate for:
a. Material breach
b. Bankruptcy or insolvency
11.2. Effects of Termination
a. Upon termination:All access to Services ceases.
b. Customer must pay outstanding balances.
c. Confidentiality obligations survive termination.
12. Publicity
a. Customer grants Edgecast permission to use Customer’s logo and name for marketing purposes.
b. Press releases require mutual consent.
13. Miscellaneous
a. Governing Law: Delaware, USA.
b. No Third-Party Beneficiaries.
c. Force Majeure: Neither Party is liable for delays due to uncontrollable events.
d. Assignment: Edgecast may freely assign this Agreement.
e. Anti-Corruption Compliance: Customer must comply with anti-bribery laws.
f. Any disputes arising out of or related to this Agreement shall first be resolved through good-faith negotiations between the parties. If no resolution is reached within 30 days, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). Arbitration shall take place in [State, e.g., California], and each party shall bear its own legal costs unless otherwise determined by the arbitrator. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction for claims related to intellectual property or unauthorized use of services.
g. Edgecast reserves the right to update or modify these Terms of Service at any time. Any changes shall be communicated to customers at least 30 days in advance via email or a notice on the Edgecast website. Continued use of the services after the effective date of the modifications constitutes acceptance of the updated terms. If a customer does not agree to the updated terms, they may terminate the agreement in accordance with the "Termination" section.
14. Edgecast Contact Information
For privacy-related inquiries, contact:
Email: hello@edgecast.io