Eudia Counsel Terms of Use

Last Updated: September 1, 2025

These Eudia Counsel Terms of Use (this “Agreement”) govern Your use of all information, data, reports, and other content (collectively “Content”) available at the website located at www.eudiacounsel.com (the “Site”) and are agreed to between you as an individual or, if you are accessing or using the Site or Content on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “You” or “Your”) and Eudia Counsel, LLC, with offices at 60 E. Rio Salado Pkwy, Tempe, AZ 85281 (“Eudia Counsel”). By accessing or using any part of the Site or any Content, or by clicking “I agree” to this Agreement, You agree to enter into and be bound by this Agreement, and our Privacy Policy, found here https://www.eudia.com/legal/website-privacy-policy, incorporated herein by reference. If You are entering into this Agreement on behalf of an Entity, by accessing or using any part of the Site or any Content, or by clicking “I agree” to this Agreement, You represent and warrant that You have authority to bind that Entity to this Agreement. If You do not have such authority, or You do not agree to be bound by this Agreement, do not access or use any part of the Site or any Content.
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SECTION 15 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND EUDIA ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 15 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND EUDIA TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

1. Definitions

Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.

2. Term

This Agreement is entered into as of the earlier of the date You first access or use the Site or any Content or click “I agree” to this Agreement and will continue until terminated as set forth herein.

3. Modifications

Eudia Counsel reserves the right, at any time, to modify the Site or any Content, as well as the terms of this Agreement, whether by making those modifications available on the Site or by providing notice to You as specified in this Agreement. Any modifications will be effective upon posting to the Site or delivery of such other notice. You may cease using or accessing the Site or Content or terminate this Agreement at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of or access to the Site or Content following such notice.

4. Eligibility

The Site is intended for use by individuals 18 years of age and older. By accessing or using the Site or any Content, You represent and warrant that You are at least 18 years of age.

5. Access

5.1 Site Content

As between Eudia Counsel and You all Content, including all text, audio, video, photographs, illustrations, graphics and other content or media, provided through the Site (“Site Content”) is owned by Eudia Counsel.  All Site Content is for Your informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Site Content prior to making use of that Site Content.  Subject to Your compliance with this Agreement, You may use the Site Content provided to You through the Site solely for Your own personal, non commercial use in connection with Your permitted use of the Site in accordance with this Agreement.  You agree that You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Site Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Site Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Site Content.  Eudia Counsel has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Site Content.  Without limiting the foregoing, Eudia Counsel will not be held liable to You or any other third party for any Content (including Your Content) under the Communications Decency Act (47 U.S.C. § 230). Except as set forth in this Agreement, You are granted no licenses or rights in or to any Site Content, or any IPR (as defined below) therein or related thereto.

5.2 To Additional Areas or Content

Subject to Your compliance with this Agreement, Eudia Counsel will permit You to access and use the Site and Content solely for lawful purposes and only in accordance with the terms of this Agreement. Access to and use of the Site is also subject to any additional agreement You may enter into in connection with being given access to any specific area of the Site (each an “Annex”). Any additional agreement is in addition to this Agreement and will govern Your use of the specific portions of the Site to which the additional agreement applies. This Agreement and any Annex together comprise Your entire Agreement with Eudia Counsel. In the event of a conflict between the terms of this Agreement and an Annex, the terms of the Annex will govern Your use of the portions of the Site or items of Content to which the Annex applies, and this Agreement will govern in all other respects.

5.3 To Third-Party Services

Eudia Counsel may provide You with the ability to access services developed, provided, or maintained by third-party service providers through the Site (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Site, including Your Content. Links to Third-Party Services or any provision of access to or integrations with Third-Party Services do not constitute an endorsement by Eudia Counsel of the providers or hosts of such Third-Party Services or the Content, products, advertising or other materials presented through such Third-Party Services. You acknowledge and agree that in addition to the terms of this Agreement, Your access to and use of any Third-Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third Party Services provided under that Third-Party Service Agreement in addition to the terms of this Agreement but will not apply to any other services or Content You may access through the Site. You acknowledge and agree that Eudia Counsel has no responsibility for the accuracy or availability of information provided by other parties, including other customers or users.

6. Your Content

You are solely responsible for all Content that You may provide through the Site or to Eudia Counsel or generate through the use of the Site, including any data, information, content, or feedback concerning the Site and any products or services that Eudia Counsel provides or offers (collectively, “Your Content”).  As between You and Eudia Counsel, You retain ownership of Your Content.  However, in addition to any other rights granted to Eudia Counsel under this Agreement, by providing Your Content to Eudia Counsel, You grant Eudia Counsel a permanent, nonexclusive, royalty-free, sublicensable right and license to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content as Eudia Counsel deems necessary or appropriate.  You commit to Eudia Counsel that neither Your Content nor the use of Your Content by Eudia Counsel as permitted will: (1) violate this Agreement or any applicable laws, rules, or regulations; (2) be libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (3) constitute an infringement or misappropriation of the IPR or other rights of any third party; (4) be illegal in any way or advocate illegal activity; (5) be an advertisement or solicitation of any kind; (6) be false, misleading, or inaccurate; or (7) be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. Eudia Counsel is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. You represent and warrant to Eudia Counsel that You have all rights, permissions, and consents necessary to grant Eudia Counsel each of the foregoing rights set forth in this Section.

7. Suspension

Eudia Counsel may suspend Your access to the Site (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Eudia Counsel to be inappropriate or detrimental to Eudia Counsel, the Site, or any other Eudia Counsel product, customer, or user.

8. Site Technology

The Site, and the databases, software, hardware, and other technology used by or on behalf of Eudia Counsel to operate the Site, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Eudia Counsel. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. Eudia Counsel uses reasonable means to protect the security of the Site, but You acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.

9. Ownership

Eudia Counsel retains all rights, title, and interest, including all IPR, in and to the Site Content and Technology, and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Site Content or Technology. You are not granted any right or license to use the Technology itself, apart from Your ability to access the Site under this Agreement. Eudia Counsel reserves all rights and licenses not expressly granted to You under this Agreement. The Eudia Counsel name, logo, and all product and service names associated with the Site are trademarks of Eudia Counsel and its licensors and providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

10. Representation and Warranties

You represent and warrant to Eudia Counsel that: (a) You have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on Your behalf; (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement; and (d) Your use of and access to the Site and Content, including Your Content, will comply with all applicable laws, rules, and regulations and will not cause Eudia Counsel itself to violate any applicable laws, rules, or regulations.

11. Disclaimers

THE SITE AND ALL SITE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” EUDIA COUNSEL AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY SITE CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE SITE. EUDIA COUNSEL AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE TECHNOLOGY (INCLUDING THE SITE), SITE CONTENT, AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EUDIA COUNSEL, ITS EMPLOYEES, PROVIDERS, OR AGENTS, OR THE SITE, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (IF ANY).

12. Indemnification

You hereby agree to indemnify, defend, and hold harmless Eudia Counsel and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) Your access to or use of the Site, including any Site Content; (2) Your Content or other Content You provide through the Site; and (3) Your breach of any representation, warranty, or other provision of this Agreement. Eudia Counsel will provide You with notice of any such claim or allegation, and Eudia Counsel will have the right to participate in the defense of any such claim at its expense.

13. Limitation on Liability

EUDIA COUNSEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE TECHNOLOGY (INCLUDING THE SITE) OR SITE CONTENT, EVEN IF EUDIA COUNSEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. EUDIA COUNSEL’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND EUDIA COUNSEL’S PROVISION OF THE TECHNOLOGY (INCLUDING THE SITE) AND ALL CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500). YOU AGREE THAT EUDIA COUNSEL WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EUDIA COUNSEL’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU DO NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, YOUR SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE SITE.

14. Data Privacy

You acknowledge the use, collection, and disclosure of personally identifiable information that You submit to the Site or that is collected about You from the Site is described in the Privacy Policy for the Site, which is located at www.eudiacounsel.com/privacy-policy. Eudia Counsel will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable information resulting from Your access to and use of the Site and Site Content. To the extent any such information is collected or generated by Eudia Counsel, the data and information will be solely owned by Eudia Counsel and may be used by Eudia Counsel for any lawful business purpose without a duty of accounting to You.

15. Disputes

15.1 Agreement to Arbitrate

The parties agree that any Dispute that may arise between them will
be resolved exclusively in accordance with the provisions of this Section 15. Except as otherwise provided in Section 15.2, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 15.2, all Disputes must be asserted individually in binding arbitration administered by the American Arbitration Association in accordance with its Supplementary Procedures for Consumer Related Disputes (the “Rules”). if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Eudia Counsel in Phoenix, Arizona, U.S.A. The arbitration will be confidential and neither party, nor the arbitrator, will disclose any materials disclosed, produced, or generated in relation to the arbitration or the fact that the parties are engaged in a Dispute. The arbitrator will apply the law set forth in Section 15.3 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

15.2 Exception to Arbitration

You agree that if Eudia Counsel reasonably believes You have, in any manner, violated or threatened to infringe Eudia Counsel’s IPR, then Eudia Counsel may seek emergency, preliminary or other appropriate interim relief in any court of competent jurisdiction.

15.3 Governing Law and Venue

The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Arizona (U.S.A.), without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 15.1, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a state or federal court in Phoenix, Arizona (U.S.A.), and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Eudia Counsel.

16. Notices

All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: info@eudiacounsel.com.

17. Waiver and Severability

No waiver by Eudia Counsel of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Eudia Counsel to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

18. Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Eudia Counsel regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

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