Terms & Conditions of Use

1. DEFINITIONS

a) “User” means any employee, contract worker or other affiliate of Company granted access by Company to the DaVinci Commerce Service

b) “Account” means a User profile created by User when accessing and using the DaVinci Commerce Service and used to make selections with respect to the creation, management, and distribution of advertisements and advertising campaigns incorporating Advertiser Content

c) “IPR” means any and all intellectual property rights including, without limitation, copyright, trademark, patent or trade secret, pursuant to applicable domestic or international laws.

d) “DaVinci Commerce Properties” means the Content Database, the DaVinci Commerce Service and all IPR in the DaVinci Commerce Service.

e) “Advertiser Content” means any and all audio and video materials including, without limitation, images, video footage, logos, graphics, text, music, advertisements and sound uploaded or provided to DaVinci Commerce by Company or User.

2. END USER LICENSE

a) Grant of Licenses.

a. DaVinci Commerce Service and Content Database

Provided User is in compliance with the terms and conditions of this Agreement, DaVinci Commerce hereby grants User a non-exclusive, non-transferable, limited license, without right of sublicense, to: (i) access, upload to and use the DaVinci Commerce Service solely to create advertisements to be distributed in advertising campaigns; All use of the DaVinci Commerce Service shall be to create advertisements that comply with the DaVinci Commerce Advertising Guidelines which may change from time to time.

b. Advertiser Content License

Company hereby grants DaVinci Commerce a world-wide, royalty-free, non-exclusive, perpetual license to: (i) deliver Advertiser Content in accordance with the preferences User sets using the User’s Account; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of the Advertiser Content; (iii) exhibit, broadcast, publicly display, publicly perform, distribute, copy, store, and/or reproduce the Advertiser Content on or through the DaVinci Commerce Service as configured by User; (iv) utilize Advertiser Content to test DaVinci Commerce’s internal technologies and processes and (v) utilize advertisements for the purpose of marketing and promoting the DaVinci Commerce Service.

b) Scope of Use.

a. Responsibility for Advertiser Content; Enforcement of IPR

Company is solely responsible for all matters arising out of or in connection with the Advertiser Content including, without limitation, obtaining all rights, approvals, licenses, consents and permissions necessary for DaVinci Commerce to provide Company with services through the DaVinci Commerce Service. The DaVinci Commerce Service is a passive conduit of online content and Company acknowledges that DaVinci Commerce is not responsible for preventing or identifying the infringement of any Advertiser Content a User creates. DaVinci Commerce assumes no responsibility for monitoring forpossible infringement or enforcing Company IPR. Company will notify DaVinci Commerce immediately in the event of any infringement or suspected infringement of IPR

3. USE OF THE DaVinci Commerce SERVICE

a) Use of Advertiser Content.

Company is solely responsible for any and all Advertiser Content. The DaVinci Commerce Service is a passive conduit of all Advertiser Content submitted or uploaded to the DaVinci Commerce Service and DaVinci Commerce is not responsible for the: (a) selection, acquisition, distribution and licensing of Advertiser Content in the DaVinci Commerce Service; and (b) acquisition and payment of any third party licenses, rights clearances or other permissions needed from any entities to use Advertiser Content in connection with the DaVinci Commerce Service. DaVinci Commerce has no obligation (and undertakes no responsibility or liability for any obligation) to review, monitor or oversee any Advertiser Content submitted, uploaded, distributed or retrieved in connection with the use of the DaVinci Commerce Service. Furthermore, DaVinci Commerce assumes no responsibility for protecting or enforcing third party rights with respect to Advertiser Content, including, without limitation, monitoring the Advertiser Content, determining whether Advertiser Content is lawful, appropriate or permitted by third parties, for libel, falsehoods, errors or omissions contained in Advertiser Content or compliant with Federal Communication Commission or other governmental regulations, or for taking legal action against actual or suspected infringers of Advertiser Content.

b) Rights in Advertisements; Use.

Advertisements created through use of the DaVinci Commerce Properties may only be distributed through the DaVinci Commerce Service.

4. COMPLIANCE WITH U.S. LAWS

The DaVinci Commerce Service is of U.S. origin. User shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which User’s use the DaVinci Commerce Service, including, without limitation, all end-User, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. For clarity, Company, and not DaVinci Commerce, shall be responsible for ensuring that User’s use of the DaVinci Commerce Service does not constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, without limitation, U.S. law, regarding the transmission of copyrighted, trademarked content or personally-identifiable information or controlled technical data.

Last updated April 2026.