Terms & Conditions

1. GENERAL
1.1 EDOMx has rolled out, and will continue to roll out, certain  Services to the general public in Kenya, whether independently or in conjunction with other partners/service providers.
1.2 The Merchant desires to participate in the Services by offering EDOMx a Discount and accepting the Transactions in the manner provided herein
1.3 This Agreement contains the complete terms and conditions that apply to Merchant’s participation in the Services and supersedes all other agreements entered into between EDOMx and the Merchant in relation to the roll out of the Service/s.  

2. DEFINITIONS
2.1 The following expressions shall have the respective meanings set out as follows (except to the extent that the context requires otherwise):
2.1.1 “Agreement” means these Terms and Conditions, together with the Merchant Application Form and any appendices attached hereto.
2.1.2 “Applicable Laws” means any laws and regulations regulating the provision of the Service/s in the Republic of Kenya
2.1.3 “Business Account” means the M-PESA account operated by the Merchant and through which EDOMx shall settle payments to the Merchant (being either Paybill or Till Number), particulars of which are provided in the Merchant Application Form.
2.1.4 “Confidential Information" “means, without limitation, all information, software, data, manuals, concepts relating to marketing methods, products, developments, business and financial affairs and trade secrets, and other information of value to a party and not generally known, (whether or not designated as “confidential information” by any Party, whether written, oral or in electronic form) and any other information clearly designated by a Party as “confidential information” or that is evidently confidential by its nature or the nature of its disclosure, and includes the terms of this Agreement;
2.1.5 “Customer/s” means the persons who utilize the Services  
2.1.6 “Discount” means the discount granted by the Merchant to EDOMx for all Transactions, particulars of which are as provided in the Merchant Application Form
2.1.7 “EDOMx” means EDOMx Limited, whose particulars are provided in the Merchant Application Form.
2.1.8 “EDOMx IP” has the meaning provided in clause 25.1.1
2.1.9 “Force Majeure Event” has the meaning provided in clause 18.1
2.1.10 “Intellectual Property Rights” means patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, any confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
2.1.11 “Marks” The names, marks, designs, logos, signs, acronyms and other insignia (whether registered or unregistered) used or to be used by EDOMx in connection with the Services including all variations thereof and amendments thereto from time to time.
2.1.12 “Merchant/You” The party which has signed the Merchant Application Form.
2.1.13 “Merchant Application Form” means the application form duly executed by the Merchant, which is attached hereto.
2.1.14 “Merchant Materials” has the meaning provided in clause 25.2.1.
2.1.15 “Merchant Products” means the products, services or utilities procured by the Customers from the Merchant
2.1.16 “M-PESA System” or “M-PESA” means the payment system operated by Safaricom through which the Merchant shall receive payments from EDOMx.
2.1.17 “Party” means either EDOMx/Merchant and collectively shall be referred to as “Parties”
2.1.18 “Safaricom” means Safaricom Plc, the company operating and maintaining the MPESA System
2.1.19 “Settlement Amount” means the amount paid/payable to the Merchant for the Transactions, being  the value of the Merchant Products less the Discount.
2.1.20 “Services” means all value added products or services implemented by EDOMx whether independently or in partnership with lenders, financiers, partners and/or service providers from time to time, particulars of which can be accessed on the EDOMx Website, any appendices attached hereto and/or other marketing materials published by EDOMx.  
2.1.21 “Transaction” means transactions made by Customers to purchase the Merchant Products while utilizing the Services.

3. USE OF THE SERVICES
3.1 You may register and continue to operate for the Services by signing this Agreement (including any additional appendices, or other documentation), and/or implementing specified technical, operational, integration, security or compliance measures as may be notified by EDOMx from time to time.
3.2 EDOMx reserves the right to verify the authenticity and status of the information provided by You and to request further information at any time. We may decline your application if we are not satisfied with the information provided and/or if You fail to provide such information within the time required.
3.3 You acknowledge and accept that your registration and use of the Services creates a separate and distinct contractual relationship from your relationship with Safaricom relating to your Business Account or other Safaricom products and services offered from time to time. In this regard, all regular M-Pesa fees shall apply for all Transactions. EDOMx shall only benefit from the Discount earned from the Transactions.
3.4 You accept and authorize that Safaricom and/or EDOMx may deduct the amount equivalent to the Discount from Your Business Account, in respect to all Transactions.

4. ADVERTISING AND PROMOTION
4.1 EDOMx hereby grants to the Merchant, for the term of this Agreement, a personal non-assignable non-exclusive licence to use the Marks in connection only with the provision of the Services in the manner stipulated or permitted by EDOMx from time to time. You shall not derive any title or interest in the Marks or any part thereof and shall not attain any goodwill in respect thereof.
4.2 You undertake to put up and display such signs and to distribute such materials at your premises relating to the Services, whether or not such materials contain the Marks, as may be reasonably required by EDOMx from time to time but not to otherwise do so without the prior written consent of EDOMx.

5. MERCHANT’S UNDERTAKINGS
5.1 You agree and undertake throughout the term of this Agreement that you shall:
5.1.1 not impose any surcharge, special charge or take any security from the Customer(s) in relation to a Transaction;
5.1.2 not make any warranty or representation whatsoever in relation to the Services which may bind EDOMx or render EDOMx liable in any way whatsoever. In any event you shall remain solely liable for any such warranties and representations;
5.1.3 at your own expense prepare and provide the necessary compatible operational equipment, documents, information, software, hardware, connections and interfaces specified by EDOMx for the purposes of implementing the Services;
5.1.4 where applicable, comply with all security or encryption standards, rules and procedures imposed by EDOMx;
5.1.5 maintain at all times, the Business Account and inform EDOMx of any change in the particulars of the Business Account, including change of Business Account number, account name and/or suspension/termination of the Business Account.
5.1.6 comply with all terms and conditions imposed by Safaricom for the use and operation of the Business Account;
5.1.7 provide to EDOMx details of Transactions made through the Business Account relating to the Services, particulars of which shall be mutually agreed from time to time.
5.1.8 not disclose the details of Discount earnings to the Customer
5.1.9 where applicable, provide the APIs with the mutually agreed information to facilitate processing the Transactions.
5.1.10 ensure that the Merchant Products shall not contain articles which are prohibited or restricted under any and all Applicable Laws.
5.1.11 retain a record of all Transaction data and information for such periods as required under Applicable Laws.
5.1.12 Adhere to the Data Protection Act No. 24 of 2019 relating to the use and processing of personal information, and any other data protection policies and contracts as may be applicable from time to time.

6. UNDERTAKINGS OF EDOMx
6.1 EDOMx agrees and undertakes that it shall:
6.1.1 use its best endeavours to provide the Services in the manner provided herein.
6.1.2 provide guidance/instructions to the Merchant as is necessary for the Merchant to complete the Transactions;
6.1.3 retain a record of all Transaction data and information for such periods as required under Applicable Laws or contracts.
6.1.4 provide operational support as may be reasonably necessary for the Merchant to provide the Services.
6.1.5 notify the Merchant of any scheduled/unscheduled maintenance or downtimes affecting the delivery of the Services.

7. PROCESSING, SETTLEMENT AND OTHER SERVICES
7.1 All Transactions shall be made in Kenya Shillings, unless as otherwise agreed between the parties.
7.2 The Merchant shall offer the Discount to EDOMx for all Transactions, which Discount shall also be earned on a real time basis for each Transaction.
7.3 Upon approval of a request from the Customer, the Merchant shall be settled on a real time basis, by way of payment of the Settlement Amount into the Merchant’s Business Account.
7.4 EDOMx is not responsible for penalties payable by the Merchant to Safaricom in relation to any Transaction or Business Account.
7.5 The Merchant shall be responsible for confirmation of the Settlement Amount received from EDOMx per Transaction. In this regard, the Merchant shall notify EDOMx of any variance in the Settlement Amount paid, immediately upon receipt of funds, and prior to check out of the Customer/issuing the final receipt to the Customers. No disputes shall be raised after the Transaction has been completed and receipt issued to the Customer, save for disputes related to reversals which shall be conducted in the manner provided in clause 8.
7.6 By accepting the Settlement Amount and/or issuing a receipt to the Customer, the Merchant shall be deemed to have acknowledged the amount paid as full and final settlement owed by the Customer and/or EDOMx for the purchase of the Merchant Products, and EDOMx shall be fully released and discharged from its obligations herein in respect to the said Transaction, save for any reversals that may be payable subject to the provisions of this Agreement.
7.7 EDOMx’s/Customer’s responsibility to pay any Settlement Amount shall be discharged upon release of funds to the Business Account. At no time shall EDOMx/Cust be liable for non-receipt of funds by the Merchant which results from delays or errors by the M-PESA system.
7.8 The Parties agree that in the event of a dispute or claim of whatever nature arising in respect of any Transaction, the records of the Transactions available from the Merchant and EDOMx shall be used as a reference and shall be the sole basis of settling the aforesaid dispute or claim.

8. REVERSALS
8.1 Where either (i) a payment is made to the Merchant in error, or (ii) multiple or excess payments have been effected on behalf of the Customer in respect of any Transaction, or (iii) a Customer requests for reversal of a Transaction for any reason whatsoever, the Parties shall adhere to the Merchant’s reversal processes as published by the Merchant from time to time. 
8.2 Where a dispute in relation to a reversal arises, EDOMx may suspend the applicable Service to facilitate an amicable resolution of the dispute, without prejudice to EDOMx’s other rights and remedies. 

9. DISCLAIMERS
EDOMx makes no representations or warranties of any kind, express, implied, or statutory in connection with this agreement and without limiting the foregoing, EDOMx disclaims all warranties of merchantability and fitness for a particular purpose. EDOMx shall not be responsible or liable for any information provided by others or for the use of any system or equipment of EDOMx or others or for any circumstances beyond its control. EDOMx shall not be liable to the merchant for any loss or damage howsoever caused and regardless of the form of loss or damage which may be suffered or incurred by the merchant or any third party in connection with this agreement including (without prejudice to the generality of the foregoing) any loss of profit consequential, special, punitive, exemplary or incidental damages even if EDOMx has been advised of the possibility of such damages. The sole and exclusive liability of EDOMx and remedy of merchant/third parties hereunder shall be general money damages not to exceed the amount payable to the merchant related to the transaction subject to the claim or dispute, regardless of the characterization of such action.
9.1 EDOMx provides no warrant that all Customer requests for the Services shall be approved or that settlement shall be made for all approved Customers (where applicable). The Merchant shall be solely responsible for vetting and confirmation of all Transactions before completion and checkout.
9.2 The Merchant agrees that EDOMx may, if and whenever instructed to do so by Safaricom and by written notice to the Merchant, limit or refuse any or all Transactions with the Merchant’s Business Account and no liability shall be imputed to EDOMx for acting on such instructions.

10. SUSPENSION OF THE SERVICES
10.1 EDOMx shall be entitled to suspend either one or all of the Services offered by the Merchant upon notice to the Merchant in the following events, without prejudice to its other rights and remedies;
10.1.1 where EDOMx’s/Merchant’s licence or contract enabling either of them to provide either one or all Services (as the case may be) is either terminated or suspended indefinitely
10.1.2 Where the Merchant’s Business Account is suspended or disconnected by Safaricom for any reason whatsoever
10.1.3 occurrence of fraud or suspected fraud by the Merchant, its directors, shareholders, agents, employees, contractors
10.1.4 Occurrence of a Force Majeure Event
10.1.5 A dispute over a material payment of any Transaction/s or reversals, at EDOMx’s discretion
10.1.6 Material breach of this Agreement by the Merchant, without prejudice to EDOMx’s other rights and remedies
10.2 Such suspension shall only be for the period that the aforementioned event is continuing unless EDOMx, in its sole discretion, determines otherwise.
10.3 

11. DURATION
11.1 This Agreement shall become effective on the date of acceptance by EDOMx as provided in the Merchant Application Form and shall continue until terminated in the manner provided herein.

12. TERMINATION OF THIS AGREEMENT
12.1 Either Party may elect to terminate this Agreement and/or an individual Service upon notice as follows;
12.1.1 At any time and without cause and liabilities by giving one (1) month’s prior notice in writing to the other party of its intention to do so.
12.1.2 If a Force Majeure Event or situation persists for a period exceeding ninety (90) days
12.1.3 If a Party’s licence/contract enabling either Party to perform its obligations is terminated or suspended indefinitely;
12.1.4 if the other party commits a material breach and fails to remedy the breach within 30 (thirty) days’ notice from the date of issuance of written notice by the aggrieved party to the breaching party.
12.1.5 If bankruptcy, dissolution or insolvency proceedings are instituted against the party and such proceedings are not dismissed within 90 (ninety) days from the date of proceedings.
12.1.6 In the event of detection of any criminal/illegal/undesirable activity including but not limited to fraud and misrepresentation.
12.1.7 if there has been multiple complaints and disputes relating to the use of Service/s either between the Merchant and EDOMx, or between the Merchant, EDOMx and the Customers.
12.2 In the event of termination of this Agreement for whatever reason:
12.2.1 the Merchant agrees and undertakes to return to EDOMx immediately all materials, records or otherwise pertaining to the provision of the Services, and shall not thereafter use the Marks or any part or derivatives thereof;
12.2.2 The Merchant shall notify its Customers of the discontinuance of the Services;
12.2.3 any antecedent right and liability of either party shall not be thereby prejudiced or impaired.
12.2.4 Termination of any one Service shall not affect, prejudice or impair the continued validity, enforceability or performance of any other Service provided under this Agreement, unless otherwise expressly agreed in writing by the parties.

13. INDEMNITY
13.1 The Merchant hereby agrees and undertakes to fully indemnify and keep EDOMx harmless from and against all actions, claims, costs (including legal costs on a full indemnity basis), losses, charges, expenses and damages which EDOMx may suffer or incur as a result of:
13.2 any breach by the Merchant of its obligations herein
13.3 any fraud, dishonesty or misconduct (criminal or otherwise) relating to the Transactions perpetrated by the Merchant, its servant, agent, employee or contractor or the fraud, dishonesty or misconduct (criminal or otherwise) perpetrated by a third party as a result of the negligence or default of the Merchant, its servant, agent, employee or contractor;
13.4 EDOMx shall indemnify the Merchant against direct losses suffered by the Merchant as a result of any fraud, negligence, dishonesty or misconduct (criminal or otherwise) relating to any Transaction committed by any servant, agent, employee or contractor of EDOMx, subject to a capped amount not exceeding the amount payable by EDOMx to the Merchant for the Transaction/s giving rise to the action.

14. DISCLOSURE
The Merchant hereby agrees and consents to the disclosure and release by EDOMx of any information in the possession of EDOMx relating to the Merchant, the particulars of the Transactions or any designated Business Account relating to the Transactions for the purpose of reconciliations of Settlement Amounts, investigating any claim or dispute arising out of this Agreement which consent shall survive both the suspension and the termination of this Agreement.

15. DATA PROTECTION
15.1. By executing this Agreement, the Merchant hereby consents to the holding and processing of its data and information provided by the Merchant to EDOMx, for all purposes relating to the provision of the Services. These include, but are not limited to:
15.1.1 processing, recording and storing the Merchant’s data and information, including personal information relating to the Merchant’s directors, shareholders, partners, or proprietors such as phone number, name, date of birth, ID or Passport Number and such other information that will enable EDOMx to identify the Merchant and comply with the regulatory “know your customer” requirements (together the “Personal Information”).
15.1.2 process historical and transactional data as well other analytical data relating to THE SERVICES for analytical, reporting and other business purposes.
15.1.3 use information relating to the Merchant’s use of the Services and the M-PESA System as EDOMx shall require for purposes of delivering the Services
15.1.4 To the extent that is legally permissible, to disclose and share the Merchant’s information and data;
I. with EDOMx’s partners, financiers, lenders, service providers, dealers, agents or any other company that may be or become EDOMx’s affiliate/ subsidiary/holding company for purposes relating to the provision of the Services;
II. with EDOMx’s lawyers, auditors or other professional advisors or to any court or arbitration tribunal in connection with any legal or audit proceedings;
III. for reasonable commercial purposes connected to the Merchant’s accessing of the Services, such as marketing, promotion and research related activities;
IV. in business practices including but not limited to quality control, training and ensuring effective systems operation.
V. For any related services which EDOMx may provide, independently or with other third parties.
15.1.5 to disclose any information relating to the Business Account and use of the Services to any local, foreign or international law enforcement or governmental agencies so as to assist in the prevention, detection, investigation or prosecution of criminal activities or fraud or to any other institution or third party as required by the laws of any country and as we may deem necessary.

16. GOVERNING LAW
This Agreement shall be governed by the laws of the Republic of Kenya

17. DISPUTE RESOLUTION
17.1 The Parties shall use their best efforts to amicably settle any dispute or claim, arising out of or in connection with this Agreement (including any question regarding its interpretation, existence, validity or termination).In the event of any dispute or claim, whether based on contract or tort, arising out of or in connection with this Agreement, the parties will endeavor to resolve such dispute through good faith negotiations as follows:
17.1.1 The parties’ representatives will attempt to resolve the matter within thirty (30) days of the matter being referred to them, or such other period as shall be agreed between the parties;
17.1.2 If the matter is not resolved under the provisions of 17.1.1 above, the matter shall be finally resolved by a court of competent jurisdiction in Kenya
17.2 EDOMx shall not be involved in any dispute or claim that may arise between the Customers and the Merchant, unless the said dispute or claim relates specifically to the use of the Services in which case the same shall be subject to this Agreement as well as the relevant end user terms and conditions governing the use of the Services prevailing from time to time and the dispute or claim was notified to EDOMx within fourteen (14) days of occurrence.

18. FORCE MAJEURE
18.1 Notwithstanding any provision contained in this Agreement, neither party shall be liable to the other party for any delay or failure to perform its obligations under the Agreement as a result of revolution or other civil disorders; belligerent aggression by an enemy or war; strikes; lack of available resources from persons other than parties to this Agreement; labour disputes; electrical equipment or system availability delay or failure; fires; floods; pandemics, acts of God; government or regulatory intervention; or, without limiting the foregoing, any other causes not within its control, and which by the exercise of reasonable diligence it is unable to prevent, whether of the class of causes hereinbefore enumerated or not (“Force Majeure Event”).
18.2 Upon the occurrence of any Force Majeure Event, the affected party will promptly give written notice to the other party and will use commercially reasonable efforts to minimize the impact of such Force Majeure event.

19. CONFIDENTIALITY
19.1 Each party undertakes and warrants that it will treat as confidential all information related to and received from the other party, which it acquires as a result of the operation of this Agreement and to afford it the same degree of confidential treatment as it affords to its own confidential information.
19.2 Neither party shall disclose any Confidential Information of the other to any third party without the prior written consent of the disclosing party, except where such information is in the public domain (other than as a result of a breach of this Agreement), has been lawfully obtained from a third party without restriction, or where disclosure is required by a court or other competent authority.

20. NOTICES
Unless otherwise provided herein or agreed to in writing by the parties hereto, all notices or other communications to or upon the Merchant and EDOMx shall be sufficiently served if delivered at or sent by registered post or by email to the address as stated in the Merchant Application Form. Such notice shall be deemed to have been served in the case of a notice delivered by hand on the day of the delivery, in the case of a notice served by registered post on the day following that on which notice was posted and in the case of a notice served by email on the day of the email.

21. ASSIGNMENT
21.1 This Agreement shall be binding upon the Parties hereto and their respective successors and assigns and legal representatives and shall not be construed so as to confer any benefit upon any other person except as expressly provided herein.
21.2 The Merchant shall have no right to assign or transfer its rights and obligations in this Agreement and shall remain fully liable for all of its respective duties, liabilities and obligations hereunder.
21.3 EDOMx shall be entitled to assign its rights and benefits and transfer its obligations under this Agreement at any time by giving the Merchant written notice thereof in which event the said assignment and transfer shall ipso facto take effect.

22. RELATIONSHIP OF THE PARTIES
The Parties hereto shall not by virtue of this Agreement be deemed to be a partner or agent of each other nor shall anything herein contained be construed as creating a partnership, joint association or trust it being agreed that each party will be responsible only for its obligations under this Agreement and neither party shall be authorised to represent or bind the other to third parties.

23. SEVERABILITY
If any provision herein is deemed by any tribunal or court of competent jurisdiction to be illegal, invalid or unenforceable under any applicable law or otherwise, it shall, to the extent required by such law be severed from this Agreement and rendered ineffective so far as is possible without affecting the legality, validity and enforceability of the remaining provisions of this Agreement.

24. INDULGENCE
The liability of the Merchant hereunder shall not be impaired or discharged by reason of any time or grace or other indulgence being granted by or with the consent of EDOMx or any forbearance by EDOMx to insist upon its strict rights hereunder. No right under this Agreement shall be deemed to have been waived except in writing signed by the parties hereto and waiver of any particular right in a particular instance shall not constitute or be deemed a waiver of any other right.

25. INTELLECTUAL PROPERTY RIGHTS
25.1 EDOMx IP:
25.1.1 All Intellectual Property Rights in and to the platform, software, systems, infrastructure, databases, analytics, documentation, methodologies, tools, processes, know-how, trade marks, branding (excluding Merchant Materials), and all enhancements, modifications and derivative works thereof (collectively, the “EDOMx IP”) shall at all times remain the exclusive property EDOMx or its licensors (as the case may be). Nothing in this Agreement shall operate to transfer or assign any Intellectual Property Rights of EDOMx to the Merchant.
25.1.2 The Merchant shall not copy, modify, reverse engineer, decompile, create derivative works from, or otherwise exploit the EDOMx IP except as expressly permitted under this Agreement.
25.1.3 Subject to compliance with this Agreement, EDOMx grants the Merchant a limited, non-exclusive, non-transferable, non-sublicensable licence during the term of this Agreement to access and use EDOMx’s IP solely for the purpose of providing the Services in the manner contemplated herein.
25.2 MERCHANT MATERIALS:
25.2.1 The Merchant retains ownership of its pre-existing intellectual property, including its name, logos, trademarks, product information, content, data and other materials made available to EDOMx pursuant to this Agreement (“Merchant Materials”).
25.2.2 Without prejudice to the Merchant’s ownership of the Merchant Materials, EDOMx shall own all rights in:
(a) the compilation, structure and arrangement of data on the EDOMx/partner platforms;
(b) aggregated and anonymised data generated through the use of the Services; and
(c) any analytics, insights, reports, algorithms, models or derivative outputs created by or on behalf of EDOMx in connection with the Services, provided that such ownership does not include the Merchant’s Confidential Information in identifiable form.
25.2.3 The Merchant hereby grants to EDOMx a non-exclusive, worldwide, royalty-free licence during the term of this Agreement to use, reproduce, display, publish and distribute the Merchant Materials for the purposes of:
(a) operating and provision of the Services;
(b) optimisation, benchmarking and promotion of the Services; and
(c) facilitating recommendations, cross-promotion, traffic redirection and customer engagement among Participating Merchants, provided that no Confidential Information or commercially sensitive non-public information of the Merchant is disclosed to another merchant or third party without the Merchant’s prior written consent.”

26. CONSTRUCTION AND VARIATION
26.1 The Merchant Application Form and appendices shall be deemed to form part of this Agreement and shall be constructed to be a basis on which the parties have entered into this Agreement.
26.2 In the event that the provisions of this Agreement are inconsistent with or contradictory to the provisions in the Merchant Application Form and/or appendices, the terms contained in Terms and Conditions shall prevail. In the event of any inconsistency or conflict between these Terms and Conditions and any appendix in respect to a service specific feature, the provisions of such service-specific appendix shall prevail solely in respect of that Service/Service feature as the case may be.
26.3 This Agreement constitutes the entire agreement between the parties hereto and all prior arrangements, representations and undertakings are hereby superseded.
26.4 This Agreement, including its schedules may be amended by EDOMx by way of bulletin, and notices. The Merchant acknowledges that such bulletin or notices shall be binding and shall have full legal force as if they were contained in this Agreement

27. COUNTERPARTS
This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement. Signatures may be exchanged and accepted by e-mail or through other online/electornic channels. Each Party agrees to be bound by its own electronic signature and that it accepts the electronic signature of the other Parties.

28. NO THIRD PARTY BENEFICIARIES
Each party intends that this Agreement shall not benefit, or create any enforceable right or cause of action in or on behalf of, any person or entity other than EDOMx and the Merchant.