Social Index Website Terms of Use
The following contains LEGAL INFORMATION and NOTICES. PLEASE READ CAREFULLY.
Thank you for using Ayzenberg Group's APIs, developer services, subscription platform ("Social Index Platform"), and associated software (collectively, "APIs" or "Services"). By accessing or using our APIs or Services, you are agreeing to the terms stated below. If there is a conflict between these terms and additional terms applicable to a given API or Service, the additional terms will control for that conflict. Collectively, we refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the "Terms." You agree to comply with the Terms and that the Terms control your relationship with us. So please read all the Terms carefully. If you use the APIs or Services as an interface to, or in conjunction with other Ayzenberg products or services, then the terms for those other products or services also apply.
Under the Terms, references to "Ayzenberg", "Social Index", or the "[a] EMV Index" mean Ayzenberg Group, with offices at 49 E. Walnut Street, Pasadena, CA 91103, unless set forth otherwise in additional terms applicable for a given API or Service. We may refer to "Ayzenberg", "Social Index" or the "[a] EMV Index" as "we", "our", or "us" in the Terms.
Section 0: Definitions
a. User Types
"Brand User": An individual or entity that accesses the Social Index Platform or API Data solely for internal business use within their own organization, including but not limited to brands, agencies, and consultants who do not redistribute data or provide access to data to their clients or third parties.
"Platform User": An individual or entity that operates a software platform, application, analytics tool, data aggregation service, or any other product or service through which third parties access data, analytics, or metrics. This includes but is not limited to: marketing platforms, social media analytics tools, competitive intelligence platforms, research platforms, and any service provider that incorporates third-party data into products or services offered to customers or subscribers.
"Data Partner": A Platform User that has executed a separate written Data Partner Agreement with Ayzenberg explicitly permitting specific redistribution or integration of API Data into their platform or service. Data Partner Agreements must be signed by authorized representatives of both parties and clearly define the scope, limitations, and commercial terms of data use.
"White-Label Partner": An entity that has executed a separate written White-Label Partnership Agreement with Ayzenberg modifying attribution requirements or branding display. White-Label arrangements require explicit written permission.
"End User": An individual who accesses a Platform User's product or service and views API Data within that interface, but who does not have direct API access or a direct relationship with Ayzenberg.
b. Data and Access Terms
"API Data" or "Licensed Data" or "Ayzenberg Data": All data, metrics, calculations, benchmarks, indices, and content accessed through the API or Social Index Platform, including but not limited to: EMV Index data, [a] EMV metrics, Social Index metrics, earned media value calculations, industry benchmarks, and any derived, calculated, or aggregated values based on Ayzenberg's proprietary methodologies.
"Redistribution": Any act of providing, transmitting, displaying, or making available API Data to any third party outside your organization, including but not limited to: resale, sublicensing, sharing, exporting, downloading, incorporating into products or services offered to others, granting Platform Access, granting Subscriber Access, or any other means of third-party access.
"Platform Access": Providing any third party with login credentials, user accounts, or any other means to access a system, application, or interface that displays, contains, or provides access to API Data.
"Subscriber Access": Offering or selling access to API Data as part of a subscription model, membership program, or any recurring access arrangement to third parties.
"Verification Access": Administrator-level login credentials provided to Ayzenberg to monitor compliance with these Terms.
Section 1: Account and Registration
a. Accepting the Terms: You may not use the APIs or Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Ayzenberg, or (b) you are a person barred from using or receiving the APIs or Services under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs or Services.
b. Entity Level Acceptance: If you are using the APIs or Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).
c. Registration: In order to access our APIs or Services you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs or Services, or as part of your continued use of the APIs or Services. Any registration information you give to Ayzenberg Group will always be accurate and up to date and you'll inform us promptly of any updates. You must accurately identify your user type (Brand User or Platform User) during registration. Misrepresenting your user type or intended use constitutes a material breach of these Terms and may result in additional charges.
d. Platform User Requirement: If you are a Platform User, you must enter into a Data Partner Agreement with Ayzenberg before integrating or displaying API Data in your platform or service. API access for Platform Users is conditional upon execution of a Data Partner Agreement. Platform Users who access the API or Services without a Data Partner Agreement are in immediate violation of these Terms.
Section 2: Using Our APIs and Services
a. Your End Users: You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
b. Compliance with Law: You will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs or Services to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Ayzenberg (or its affiliates).
c. Permitted Access: You will only access (or attempt to access) an API or Service by the means described in the documentation of that API or Service. If Ayzenberg assigns you developer credentials (e.g. client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs or Services.
Brand Users: Your use of API Data shall be limited to internal business purposes within your own organization. You may not provide access to API Data to any clients, customers, partners, or other third parties through any means, including but not limited to platform access, reports, exports, or subscriber access.
Platform Users: Your use of API Data is governed by your executed Data Partner Agreement. You may not use API Data in any manner not explicitly authorized in that Agreement.
d. API Limitations: Based on your license with Ayzenberg, we set and enforce limits on your use of the APIs and Services (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API or Service. If you would like to use any API or Service beyond these limits, you must obtain Ayzenberg's express consent. To seek such approval, contact us at privacy@earnedmediavalues.com.
e. Open Source Software: Some of the software required by or included in our APIs or Services may be offered under an open source license. Open source software licenses constitute separate written agreements. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Ayzenberg for the applicable open source software.
f. Communication with Ayzenberg: We may send you certain communications in connection with your use of the APIs or Services. Critical notices regarding compliance, security, or Terms violations will be sent to the email address on file and you must maintain a current, monitored email address.
g. Feedback: If you provide feedback or suggestions about our APIs or Services, then we (and those we allow) may use such information without obligation to you.
h. Non-Exclusivity: The Terms are non-exclusive. You acknowledge that Ayzenberg may develop products or services that may compete with the API Clients or any other products or services.
Section 3: Your API Clients and Platform Obligations
a. API Clients and Monitoring: The APIs are designed to help you enhance your websites and applications ("API Client(s)"). YOU AGREE THAT AYZENBERG MAY MONITOR USE OF THE APIS AND SERVICES TO ENSURE QUALITY, IMPROVE AYZENBERG PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Ayzenberg accessing and using your API Client, for example to identify security issues that could affect Ayzenberg or its users. You will not interfere with this monitoring. Ayzenberg may use any technical means to overcome such interference. Ayzenberg may suspend access to the APIs or Services by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.
b. Security: You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information ("PII"), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law. You must implement industry-standard encryption for API Data in transit and at rest, maintain reasonable access controls and authentication measures, monitor for unauthorized access attempts, notify Ayzenberg within 24 hours of any security breach that may have exposed API Data, not store API credentials in publicly accessible locations (including public code repositories), and implement reasonable technical and administrative measures to prevent unauthorized data extraction.
c. Ownership: Ayzenberg does not acquire ownership of your API Clients, and by using our APIs or Services, you do not acquire ownership of any rights in our APIs or Services or the content that is accessed through our APIs or Services.
d. User Privacy and API Clients: You will comply with all applicable privacy laws and regulations including those applying to PII. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information with Ayzenberg and third parties.
e. Mandatory Attribution and Verification Access: This section applies to all users except Data Partners or White-Label Partners with executed agreements explicitly modifying these requirements. You must visibly display the Ayzenberg [a] EMV mark or "Powered by Ayzenberg" branding wherever API Data appears in your platform, application, reports, or any other output. You must provide a functional, clearly visible hyperlink to Ayzenberg's designated landing page adjacent to all displayed API Data. You must provide Ayzenberg with one (1) complimentary administrator-level seat/login to your platform where API Data is displayed or used. Failure to provide or maintain Verification Access constitutes a material breach and grounds for immediate API suspension.
f. Usage Verification Rights: Ayzenberg reserves the right to verify, at any time and without prior notice, the number of API calls you make, the number of users with access to your platform where API Data is displayed, the manner in which API Data is displayed, used, stored, or processed, and compliance with all rate limits and usage restrictions. You must maintain accurate logs of API calls for at least twelve (12) months and provide requested usage data to Ayzenberg within five (5) business days of request.
g. Audit Rights: Ayzenberg reserves the right to audit your use of the API and data at any time with five (5) business days' written notice (or without notice if Ayzenberg reasonably suspects a violation). This includes the right to request screenshots, usage logs, system architecture documentation, conduct technical audits, interview team members, and access your systems remotely or on-site to verify compliance. You must cooperate fully with all audit requests within ten (10) business days. Failure to cooperate constitutes a material breach. If an audit reveals violations of these Terms, you will reimburse Ayzenberg for all reasonable costs associated with the audit, including legal fees.
Section 4: Prohibitions and Confidentiality
a. API Prohibitions: When using the APIs or Services, you may not (or allow those acting on your behalf to): redistribute, resell, or sublicense API Data to any third party; incorporate API Data into any product or service that you offer to third parties; provide API Data to clients, customers, partners, or other third parties without an executed Data Partner Agreement; create derivative datasets from API Data for distribution; allow End Users to export, download, extract, scrape, or capture API Data in bulk; use API Data to create, train, or improve competing products, services, algorithms, or methodologies; create an API Client that functions substantially the same as Ayzenberg's services; perform an action with intent of introducing viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; interfere with or disrupt the APIs or Services; reverse engineer or attempt to extract the source code from any API; remove, obscure, or alter any Ayzenberg terms of service or branding; share API credentials with any third party; or use API Data in any manner that competes with or undermines Ayzenberg's business.
b. Confidential Matters: Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects or shared with any third party. Our communications to you and our APIs or Services may contain Ayzenberg confidential information. API Data, methodologies, algorithms, pricing, and product roadmaps are considered Ayzenberg confidential information. If you receive any such information, then you will not disclose it to any third party without Ayzenberg's prior written consent.
Section 5: Content and Data Usage
a. Content Accessible Through our APIs and Services: Our APIs and Services contain some third party content. This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Content accessible through our APIs or Services may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law.
b. Submission of Content: Some of our APIs or Services allow the submission of content. Ayzenberg does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs or Services through your API Client, except as expressly provided in the Terms. You give Ayzenberg a perpetual, irrevocable, worldwide, sub-licensable, royalty-free, and non-exclusive license to use content submitted, posted, or displayed to or from the APIs or Services through your API Client.
c. Data Ownership and Usage Restrictions: All API Data remains the exclusive property of Ayzenberg. You acquire no ownership rights, title, or interest in API Data. Your license to use API Data is limited, revocable, non-exclusive, non-transferable, and subject to these Terms. Brand Users may only use API Data internally within their own organization for internal business purposes. Brand Users may not share, display, or provide access to API Data to any clients, customers, partners, or third parties through any means. Platform Users with executed Data Partner Agreements may use API Data only as explicitly authorized in their Data Partner Agreement. All users may not create derivative datasets from API Data for any purpose other than internal display, combine API Data with competitive data sources to create alternative benchmarking products, use API Data to reverse-engineer or replicate Ayzenberg's methodologies, allow End Users to export or extract API Data in bulk, store API Data beyond the minimum necessary for authorized use, or use API Data to train or improve machine learning models or AI systems without express written permission.
Section 6: Brand Features and Attribution
a. Trademark License: Ayzenberg hereby grants to you a limited, non-transferable, non-sublicensable, non-exclusive, revocable license while these Terms are in effect to display Ayzenberg's trade names, trademarks, and branding solely for the purpose of fulfilling your attribution obligations. You must use Ayzenberg Trademarks only in accordance with these Terms and Ayzenberg's brand guidelines, and not modify, alter, or create derivative works of Ayzenberg Trademarks.
b. Publicity: You will not make any statement regarding your use of an API or Service which suggests partnership with, sponsorship by, or endorsement by Ayzenberg without Ayzenberg's prior written approval.
c. Promotional and Marketing Use: In the course of promoting, marketing, or demonstrating the APIs or Services, Ayzenberg may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes. Ayzenberg reserves the right to promote its services with the logo from your company as long as you use the APIs or Services.
Section 7: Privacy and Copyright Protection
a. Ayzenberg Privacy Policies: By using our APIs or Services, Ayzenberg may use submitted information in accordance with our privacy policies.
b. Ayzenberg DMCA Policy: We provide information to help copyright holders manage their intellectual property online, but we can't determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, contact us at privacy@earnedmediavalues.com.
Section 8: Termination
a. Termination and Immediate Suspension:
Your Right to Terminate: You may stop using our APIs or Services at any time with written notice to privacy@earnedmediavalues.com. Upon termination, you must comply with all data deletion obligations specified in Section 8b.
Ayzenberg's Right to Immediate Suspension: Ayzenberg may immediately suspend or revoke your API access without notice if: we reasonably believe you are violating these Terms; we detect unauthorized redistribution, resale, or sublicensing of API Data; you fail to maintain required attribution or branding; you deny, interfere with, or fail to provide Verification Access; we identify security concerns that could affect Ayzenberg, its users, or the integrity of API Data; you fail to pay fees when due; you misrepresent your user type or intended use; you grant unauthorized Platform Access or Subscriber Access to third parties; you exceed usage limits or user caps without authorization; or you fail to cooperate with audits or verification requests.
Ayzenberg's Right to Termination: Ayzenberg may terminate these Terms at any time, with or without cause, with or without notice, for any reason including but not limited to discontinuation of the API or Service, strategic business decisions, or end of contract period for paid engagements. Ayzenberg has no liability or obligation to you for suspension or termination.
b. Your Data Retention and Deletion Obligations: Upon any termination or suspension of the Terms or discontinuation of your access to an API or Service, you will within thirty (30) days: stop using the API or Service; cease all use of API Data and Ayzenberg software; delete all cached or stored API Data, regardless of cache headers; remove all displays of API Data from your platform, applications, reports, or any other outputs; destroy all copies of API Data in any format (including database records, cached responses, exported files, backup copies, and any derivative data); and certify compliance with these obligations in writing to Ayzenberg within ten (10) business days of completing deletion. Failure to delete API Data within 30 days constitutes ongoing unauthorized use and breach of these Terms, and may result in legal action.
c. Ayzenberg's Data Retention and Deletion Obligations: Upon termination or cancellation of your API access, Ayzenberg will delete information collected about you to service your API usage within thirty (30) days, except for financial records required for accounting, tax compliance, or audit purposes (retained for seven years or as required by applicable law), these Terms of Service and any amendments, and your login credentials and account information for record-keeping purposes. You may request expedited deletion of your information by contacting privacy@earnedmediavalues.com. We will respond to your request within ten (10) business days. Upon request made within thirty (30) days before or after termination, Ayzenberg will provide you with a copy of your configuration data and usage statistics in a commonly used, machine-readable format.
d. Surviving Provisions: When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 0 (Definitions), 3g (Audit Rights), 4b (Confidentiality), 5 (Content and Data Usage), 6a (Trademark License), 8 (Termination and Data Retention), 9 (Liability), and 10 (General Provisions).
Section 9: Liability for our APIs and Services
a. WARRANTIES: EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER AYZENBERG NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS OR SERVICES. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS OR SERVICES, THE SPECIFIC FUNCTIONS OF THE APIS OR SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS AND SERVICES "AS IS". SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
b. LIMITATION OF LIABILITY: WHEN PERMITTED BY LAW, AYZENBERG, AND AYZENBERG'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AYZENBERG, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS OR SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS OR SERVICES AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. IN ALL CASES, AYZENBERG, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
c. Indemnification: Unless prohibited by applicable law, if you are a business, you will defend and indemnify Ayzenberg, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from: your misuse or your end user's misuse of the APIs or Services; your violation or your end user's violation of the Terms; any content or data routed into or used with the APIs or Services by you, those acting on your behalf, or your end users; any unauthorized redistribution, resale, or sublicensing of API Data; or any violation of intellectual property rights, privacy rights, or other third-party rights arising from your use of API Data. You are fully liable for any violations of these Terms by your employees, contractors, end users, customers, clients, subscribers, or any party who accesses API Data through your platform, systems, or services, even if such violations occur without your knowledge or authorization.
Section 10: General Provisions
a. Modification: We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs or Services. You should look at the Terms regularly. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for an API or Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API or Service, you should discontinue your use of that API or Service. Your continued use of the API or Service constitutes your acceptance of the modified Terms.
b. U.S. Federal Agency Entities: The APIs and Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
c. General Legal Terms: We each agree to contract in the English language. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Ayzenberg does not take action right away, this does not mean that Ayzenberg is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Ayzenberg relating to its subject and supersede any prior or contemporaneous agreements on that subject.
Except as set forth below: (i) the laws of California, U.S.A., excluding California's conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs or Services and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS OR SERVICES WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF LOS ANGELES COUNTY, CALIFORNIA, USA, AND YOU AND AYZENBERG CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
d. Geographic Restrictions: You may not access or use the API or Services from any jurisdiction where such use would violate applicable law or where Ayzenberg has restricted access. Ayzenberg reserves the right to restrict API or Service access from specific geographic locations at its sole discretion.
e. Contact Information: For legal notices, termination notices, and compliance matters: privacy@earnedmediavalues.com. For Data Partner inquiries: privacy@earnedmediavalues.com.