Terms and Conditions
Last Edit: January 12, 2024
BEFORE ACCEPTING THESE TERMS AND CONDITIONS YOU, AS THE CUSTOMER, MUST CAREFULLY READ THE TERMS AND CONDITIONS SET OUT BELOW GOVERNING CUSTOMERâS SUBSCRIPTION FOR, ACCESS TO AND USE OF THE EDGE COMPUTING SAAS SERVICES (THE âSERVICESâ) AND THE SOFTWARE (AS DEFINED BELOW). BY ACCEPTING THESE TERMS AND CONDITIONS, CUSTOMER ACCEPTS TO BE LEGALLY BOUND BY THE TERMS AND SET OUT BELOW (âAGREEMENTâ). IF YOU, AS CUSTOMER, ARE ENTERING INTO THIS AGREEMENT ON BEHALF AN ORGANIZATION OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND SUCH ORGANIZATION OR ENTITY. âCUSTOMERâ SHALL REFER TO SUCH ORGANIZATION OR ENTITY. IF THE CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT ACCEPT THEM AND DO NOT SUBSCRIBE TO THE SERVICES OR USE THE SOFTWARE.
1. LICENSE
1.1 License â Services. Edge Signal Corporation (âEdge Signalâ) grants and Customer hereby accepts, upon payment by Customer of the Fees (as defined below) and subject to the terms and conditions contained herein, a limited, nontransferable, nonexclusive, worldwide, enterprise-wide and revocable license (the âLicenseâ), without the right to sublicense, to access and use the Services and to access and use all material, information and technology offered as part of the Services including but not limited to documents, articles, reports, software, graphics, text, images and logos, algorithms, processes, user interfaces, designs and know-how (the âContentâ) solely for Customerâs internal business purposes.
1.2 License â Platform. Edge Signal grants and Customer hereby accepts, upon payment by Customer of the Fees (as defined below) and subject to the terms and conditions contained herein, a non-exclusive, non-transferable, limited use license, without the right to sublicense, to use the Edge Signal Platform software (the âSoftwareâ) in object code form, solely in connection with Customerâs use of the Services.
1.3 Delivery. Edge Signal will deliver the Software and provide access to the Services by electronic delivery. Edge Signal will advise the Customer promptly of any expected delay in delivery.
1.4 Restrictions. Customer acknowledges that the Software, Services and the Content, constitute valuable trade secrets of Edge Signal and its licensors. Except as otherwise set out in this Agreement, Customer shall not (i) copy or use the Software, Services or the Content; (ii) alter, modify, duplicate, translate, de-compile, reverse engineer, or attempt to recreate the Software, Services or the Content, in whole or in part; (iii) modify or create any derivative works from the Software, Services or the Content any part thereof; (iv) merge the Software, Services or the Content with any other software; (v) disclose to any third party any performance information or analysis relating to the Software, Services and the Content; (vi) license, sublicense, sell, convey, assign, transfer, give, lend, rent, transfer or otherwise grant any right to any of the Software, Services or the Content or any of Customerâs rights hereunder, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, to any person, individual, legal or personal representative, partnership, company, corporation, syndicate, association, trust or governmental body otherwise; (vi) build an identical product to the Software or the Services or a product with similar ideas, features and functionality as the Software or the Services; and (vii) copy any ideas, features of functions of the Software or the Services. Customer agrees to retain, on all copies of any Content Customer downloads, all copyright and other proprietary notices contained in the Content. The Software, Services and the Content are protected by Canadian and worldwide copyright laws and treaty provisions. Customer agrees to comply with all copyright laws worldwide in Customerâs use of the Software, Services and the Content and to prevent any unauthorized copying of the Content. Except as expressly provided herein, Edge Signal does not grant any express or implied right or license to Customer under any intellectual property right, including under any patent, trade-mark, copyright, trade secret or confidential information of Edge Signal or its licensors.
2. CUSTOMER DATA
2.1 Customer Data. In the course of using the Services, Customer may upload certain information, data and material, including but not limited to video and/or audio footage uploaded through the Services (the âCustomer Dataâ). Customer agrees that the Customer Data will (i) comply with all applicable laws; (ii) not contain infringing, obscene, threatening, libelous, or other illegal material; (iii) not include material containing software viruses, worms, Trojan horses or other harmful computer codes, files scripts or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware telecommunications equipment; (iv) not knowingly contain any content, work, name, logo or mark that infringes any intellectual property right of any person; and (v) not knowingly violate the privacy rights, publicity right or contract rights of any person.
2.2 Ownership of Customer Data. Customer acknowledges that Customer owns the Customer Data and all intellectual property rights therein. Customer will have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness and intellectual property ownership and for obtaining the right to use all of the Customer Data submitted by Customer.
2.3 License. Customer agrees to grant Edge Signal and its third party service providers a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to (i) use, access, receive, store, process and/or disclose the Customer Data for the sole purpose of providing the Services to the Customer; (ii) use the Customer Data for the purposes of analyzing, aggregating and preparing reports and recommendations and other outputs; and (iii) provide aggregate and anonymous metadata generated as a result of Customerâs use of the Services to third parties. In addition to the rights granted above, Customer also acknowledges and agrees that Edge Signal may access, use, preserve and/or disclose the Customer Data to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Edge Signal believes in good faith that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with applicable law, regulation, legal process or reasonable preservation request; (b) enforce the terms of this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Edge Signal, its users, a third party, or the public as required or permitted by law. Edge Signal will use the Customer Data in accordance with Edge Signalâs Privacy Policy.
2.4 Data Protection. In the course of using the Services, Customer may provide to Edge Signal personally identifiable information ("PII"), Personal Information, or Personal Data as those terms are defined by the General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act (âCCPAâ), or any other applicable privacy law. Customer acknowledges that Customer has obtained the consent to use any personally identifiable information (âPIIâ) contained in the Customer Data from the person to whom such PII pertains, and that Customer has complied with all relevant privacy laws in collecting, using and disclosing such PII to Edge Signal.
3. FEES.
3.1 Fees. Customer shall pay Edge Signal a subscription fee for use of the Software and access to the Services (the âFeesâ). The Fees will be set out in the corresponding Order Form. Payment by the Customer will be due within thirty (30) days of the date of the invoice. All overdue amounts will collect interest at a rate of 1.5% per month. Edge Signal reserves the right to terminate Customerâs access to the Services if Customer fails to pay any Fees when due or if Customer provide false or fraudulent billing or contact information. Edge Signal reserves the right to increase the Fees upon the commencement of a Renewal Term upon sixty (60) days notice to Customer.
3.2 Taxes. All fees and other charges specified in this Agreement are exclusive of all applicable goods and services taxes and any other taxes imposed or levied by any government or government agency, including sales or use taxes (the âPurchase Taxesâ). Customer will pay all Purchase Taxes, other than taxes on Edge Signalâs net income, as a result of the transactions contemplated by this Agreement.
4. CUSTOMER RESPONSIBILITIES
4.1 Account. Customer is responsible for all of the activity associated with Customerâs account and Customer agrees to notify Edge Signal immediately in the event of any unauthorized use of its account or password or if Customer suspects its account or password has been compromised in any way. Customer agrees not to misrepresent itself in order to gain access to the Services. Customer is responsible for advising Edge Signal of any change in its billing or contact information.
4.2 Acceptable Use Policy. Customer must at all times comply with the terms and conditions of Edge Signalâs Acceptable Use Policy.
4.3 Applicable Laws. Customer must abide by all applicable local, provincial, state and national laws, including those relating to data privacy and data protection, and all relevant treaties and directives in Customerâs use of the Services.
4.4 Limiting Access. Customer shall not permit persons other than Customerâs authorized representatives to access the Services. Customer represents that it is not a competitor of Edge Signal and agrees that Customer shall not knowingly allow competitors of Edge Signal to access the Services.
4.5 No Responsibility. Edge Signal accepts no responsibility and shall not be held liable for any delays, performance issues, stoppages, outages, increased costs or other similar events relating to the Services resulting from Customerâs failure to adhere to the provisions set out in this Section.
5. THIRD PARTIES.
5.1 Content. The Services may from time to time contain materials, data or information provided, posted or offered by third parties. Customer agrees that Edge Signal will have no liability whatsoever to Customer for any such third-party material, data or information.
6. OWNERSHIP
6.1 Ownership of Software. Edge Signal and its licensors own all right, title and interest in and to the Software, Services and the Content, including without limitation, all copyrights, trade secrets, patents, and other intellectual property rights. Upon termination of this Agreement unless otherwise provided herein, all of Customerâs rights in connection with the Software, Services and the Content, including but not limited to the right to access and use the Services and the Content, will terminate.
6.2 Trade-marks. The trade-marks, logos and company names of Edge Signal or any of its affiliates and licensors used as part of the Services and the Content may not be copied, imitated or used, in whole or in part, without the prior written consent of Edge Signal or any such affiliate or licensor. Other products, services logos and company names mentioned as part of the Services and in the Content may be the trade-marks of their respective owners.
6.3 Proprietary Notices. Customer agrees not to alter, remove, deface or destroy any copyright, trade-mark or proprietary markings or confidential legends placed upon or contained in the Services and the Content or in or on any related material.
7. WARRANTIES
7.1 Software and Services. Edge Signal warrants that the Software and the Services are designed to and shall operate in substantial conformity with the specifications set out in the user documentation.
7.2 Content. The Content may contain inaccuracies and typographical errors. Edge Signal makes no representation or warranty regarding the accuracy or completeness of the Content or information accessible while using the Services, or the reliability of any advice, opinion, statement or other information displayed or distributed through the Services. Customer acknowledges that any reliance on any of the foregoing and Customerâs use of the Services and the Content shall be at Customerâs sole risk. Edge Signal reserves the right, in its sole discretion, to correct any errors or omissions in any part of the Services or in any portion of the Content. Edge Signal may make any other changes to the Services and the Content at any time without notice.
7.3 General Warranty. Edge Signal warrants that (i) Edge Signal has the right to enter into this Agreement; (ii) to Edge Signalâs knowledge, neither the Software, Services nor the Content infringes upon the Proprietary Rights of any third party; (iii) to Edge Signalâs knowledge, there are no liens, encumbrances or claims pending or threatened against Edge Signal or that adversely relate to the rights or licenses granted in this Agreement or to the Services and the Content; and, (iv) subject to the standard conditions applicable to shrink wrap software and other foundational software used in the creation of, or required in conjunction with, the Software and the Services, no licenses, permission or releases of third party rights are necessary for Customerâs use of the Services in accordance with the terms of this Agreement. For purposes of this Agreement, âProprietary Rightsâ means any or all intellectual property and other property or proprietary rights, including, without limitation, patents, copyrights, trade secrets and trademarks.
7.4 PCI Data. Customer agrees not to provide any PCI data to Edge Signal as part of the Customer Data.
7.5 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES IN THIS SECTION 7, THE SOFTWARE, SERVICES AND THE CONTENT ARE PROVIDED âAS ISâ AND EDGE SIGNAL AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS AND AGREES THAT THE SOFTWARE, THE CONTENT AND THE SERVICES ARE DETECTION AND NOTIFICATION PRODUCTS AND SERVICES. THE SERVICES DO NOT ELIMINATE OCCURRENCES OF EVENTS, SUCH AS FIRES, FLOODS, BURGLARIES, ROBBERIES, AND MEDICAL ISSUES, AND CUSTOMER AGREES NOT TO PURCHASE OR RELY ON THE SERVICES TO SO ELIMINATE SUCH OCCURRENCES OF EVENTS. FURTHER, CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICES MAY NOT AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES, AND, THEREFORE, EDGE SIGNAL MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE REFERENCED ABOVE) THAT THE SERVICES WILL SO AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES. EDGE SIGNAL DOES NOT WARRANT THAT THE SOFTWARE, SERVICES AND THE CONTENT WILL MEET CUSTOMERâS REQUIREMENTS, THAT THE SOFTWARE, LEASED HARDWARE, SERVICES AND/OR THE CONTENT WILL BE FREE FROM ERRORS OR FUNCTION WITHOUT INTERRUPTION, THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE NOR THAT ANY CUSTOMER DATA CAN BE RESTORED FROM ANY PARTICULAR BACKUP PROCEDURE. EDGE SIGNAL DOES NOT WARRANT THAT USE OF THE SERVICES WILL ENABLE CUSTOMER TO ACHIEVE ANY PARTICULAR RESULT OR RESULTS IN CUSTOMERâS BUSINESS OPERATIONS.
8. LIMITATION OF LIABILITY
8.1 IN NO EVENT WILL EDGE SIGNAL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS, COST OF COVER, ARISING FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE, THE SERVICES OR THE CONTENT, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. EDGE SIGNAL DISCLAIMS ALL LIABLITY OF ANY KIND OF EDGE SIGNALâS LICENSORS AND SUPPLIERS. CUSTOMER SPECIFICALLY AGREES THAT EDGE SIGNAL SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF ANY ACTUAL OR ALLEGED FAILURE TO DETECT, REPORT, PREVENT, OR MITIGATE ANY EVENT WHICH HAS, MAY, OR SHOULD RESULT IN AN ALARM OR NOTIFICATION IN ADDITION, EXCEPT WITH RESPECT TO CLAIMS BASED ON WILFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT WILL EDGE SIGNAL BE LIABLE FOR ANY DAMAGES OF ANY KIND GREATER THAN THE AMOUNTS PAID TO EDGE SIGNAL HEREUNDER IN THE TWELVE MONTHS PRECEDING THE CLAIM. THIS AMOUNT SHALL BE CUSTOMERâS SOLE REMEDY AND THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL LOSS, DAMAGE, INJURY OR DEATH, IRRESPECTIVE OF CAUSE OR ORIGIN, RESULTING DIRECTLY OR INDIRECTLY TO PERSONS OR PROPERTY, FROM THE PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS IN THIS AGREEMENT, OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FROM THE NEGLIGENCE, ACTIVE OR OTHERWISE, OF EDGE SIGNAL, EDGE SIGNALâS ASSIGNEES, AGENTS, EMPLOYEES, SUBCONTRACTORS, SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES.EDGE SIGNAL WILL NOT BE LIABLE FOR ANY DELAYS OR DAMAGES ATTRIBUTABLE TO PROBLEMS INHERENT IN INTERNET AND ELECTRONIC COMMUNICATION. THESE LIMITATIONS WILL APPLY EVEN IF EDGE SIGNAL HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF THIS SECTION SHALL APPLY EVEN IN THE EVENT OF A FAILURE OF THE ESSENTIAL PURPOSE OF THIS PROVISION.
8.2 Edge Signal will not be liable for the deletion of, correction to, destruction of, damage to, loss of or failure to store the Customer Data.
9. INDEMNIFICATION
9.1 Indemnification by Edge Signal. Edge Signal shall indemnify, defend and hold Customer harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees, directly or indirectly resulting from any claimed infringement or violation by Edge Signal of any Proprietary Right with respect to the Software, Services and the Content; provided, however, that the foregoing notwithstanding, Edge Signalâs obligation to indemnify will not apply to an infringement or violation that is attributable to any unauthorized use, access or modification of the Software, Services or Content by Customer, Customerâs employees, agents or customers or any third parties.
9.2 Cooperation. Notwithstanding Section 9.1 of this Agreement, Edge Signal is under no obligation to indemnify and hold Customer harmless unless (i) Edge Signal receives notice of the suit or claim from Customer and is furnished with a copy of each communication, notice or other action relating to said claim promptly after Customer receives such notice and each such communication; provided that, failure to deliver timely notice shall not relieve Edge Signal of its obligations hereunder unless Edge Signal is materially prejudiced by such failure; (ii) Edge Signal will have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related thereto at Edge Signalâs expense; and (iii) Customer will provide reasonable information and assistance requested by Edge Signal in connection with such claim or suit, at Edge Signalâs cost and expense.
9.3 Indemnification by Customer. Customer shall indemnify, defend and hold Edge Signal harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees, directly or indirectly (a) by any third party against Edge Signal, arising from or relating to this Agreement or the Services (b) resulting from any allegation that Customer has engaged in conduct, which if true would breach Customerâs warranties or obligations under this Agreement; (c) resulting from any allegation that the Customer Data infringes the Proprietary Rights of any third party; (d) resulting from Customerâs negligent or willful misconduct; and (e) resulting from any violation by Customer of any privacy laws, regulations and directives relating to the collection, use or disclosure of any PII provided to Edge Signal hereunder. Edge Signal reserves the right to participate in the defence of any such claim and to be represented by counsel of its choice.
10. TERM AND TERMINATION
10.1 Term. This Agreement will commence as of the date on which Customer accesses and uses the Services and the Software (the âEffective Dateâ) and will continue in full force and effect for the term set out in the Order Form (the âInitial Termâ) or until terminated in accordance with the terms of this Agreement. After the Initial Term, this Agreement shall automatically renew for a period of 12 months (a âRenewal Termâ) unless one party provides the other party with sixty (60) days written notice. In the event Customer accesses and uses the Services and the Software on a trial and non-payment basis, the term will be as determined by Edge Signal.
10.2 Termination Upon Insolvency. This Agreement will terminate, effective upon delivery of written notice by a party hereto, (i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other party, (ii) upon the making of an assignment for the benefit of creditors by the other party, or (iii) upon the dissolution of the other party.
10.3 Termination Upon Default. The non-breaching party may terminate this Agreement in the event that the other party materially defaults in performing any obligation under this Agreement and such default continues and is not remedied for a period of thirty (30) days following written notice of default; provided, however, that if either party contests either the existence or the basis of a breach asserted by the other party (a âDisputeâ), then such Dispute shall be resolved pursuant to Section 12.3 and if such Dispute is resolved in favour of the party asserting such breach, then the other party shall have thirty (30) days to cure such breach as directed by the third party resolving such Dispute.
10.4 Termination for Convenience. Either party may terminate this Agreement for convenience upon ninety (90) days notice to the other party.
10.5 Survival of Certain Terms. All provisions of this Agreement reasonably required to survive termination based on the terms of this Agreement shall survive termination of this Agreement. All other rights and obligations of the parties will cease upon termination of this Agreement.
10.6 Effect of Termination. Upon termination of this Agreement for any reason Customerâs access to the Services and use of the Software will end immediately and Customerâs account will be disabled. Customer agrees and acknowledges that Edge Signal is not obliged to retain the Customer Data, and after thirty (30) days following termination and may delete such Customer Data.
11. CONFIDENTIAL INFORMATION
Neither party shall use or disclose any Confidential Information of the other party. A party receiving Confidential Information from the other party will use the highest commercially reasonable degree of care to protect that Confidential Information. The Services, Software and the Content, including methods, ideas or concepts utilized therein, all information identified by a disclosing party as proprietary or confidential and all information, which would reasonably be considered in the circumstances and manner of disclosure to be proprietary or confidential (âConfidential Informationâ) will remain the sole property of such disclosing party, and will not be used or disclosed to any third party without the express written consent of the disclosing party (except to employees or consultants who are bound by a written agreement with such party to maintain the confidentiality of such Confidential Information in a manner consistent with this provision). Items shall not be considered to be Confidential Information if they are (i) available to the public other than by a breach of this Agreement or an agreement with the disclosing party, (ii) rightfully received from a third party not in breach of an obligation of confidentiality, (iii) independently developed by employees of recipient without access to the Confidential Information of the disclosing party, (iv) rightfully known to the recipient at the time of disclosure, or (v) produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. Customer agrees that the terms and conditions of this Agreement will be considered to be Confidential Information of Edge Signal.
12. MISCELLANEOUS
12.1 Notices. Any notice required or permitted hereunder will be in writing and will be given by electronic mail at info@edgesignal.io . Such notice will be deemed to have been received twenty-four (24) hours after it was sent.
12.2 Assignment. This Agreement may not be transferred or assigned, in whole or in part, by either party either voluntarily or by operation of law without the prior written consent of the other party, which consent shall not be unreasonably withheld.
12.3 Governing Law; Arbitration. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Except for disputes for which injunctive relief is sought (for example, to prevent the unauthorized use or disclosure of proprietary materials or information) the following procedures shall be used to resolve any dispute arising out of or in connection with this Agreement. Promptly after the written request of either party, each of the parties shall appoint a designated representative to meet in person or by telephone to attempt in good faith to resolve any dispute. If the designated representatives do not resolve the dispute within ten (10) days of such request, then an executive officer of each party shall meet in person or by telephone to review and attempt to resolve the dispute in good faith. The executive officers shall have ten (10) days to attempt to resolve the dispute. Any disputes that are not otherwise resolved by the parties shall be submitted to binding arbitration in Ottawa, Ontario in accordance with the Arbitration Act, 1991 (Ontario) (the âActâ). Before entering into arbitration, the parties shall each appoint an arbitrator, and these two arbitrators shall select a third arbitrator to be a member of the arbitration panel. Should the two arbitrators not be able to agree on a choice of the third arbitrator, then the parties shall defer to the procedure for selection of an arbitrator under the Act. None of the arbitrators shall be officers or employees of the parties. Each such arbitrator shall be a lawyer having experience and familiarity with information technology disputes. The arbitrators shall have the right to award costs, fees and expenses, including but not limited to the arbitratorsâ fees and reasonable lawyersâ fees, to the prevailing party. The parties will jointly pay arbitration costs pending a final allocation by the arbitrators. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitratorâs decision shall be final and binding upon the parties.
12.4 Force Majeure. Under no circumstances will either party be liable to the other for any failure to perform its obligations where such failure results from causes beyond that partyâs reasonable control.
12.5 Independent Contractors. The relationship of Edge Signal and Customer established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as legal partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. All financial and other obligations associated with the businesses of Edge Signal and Customer are their sole respective responsibilities.
12.6 Entire Agreement and Waiver. This Agreement and all documents incorporated by reference hereto will constitute the entire agreement between the parties with respect to its subject matter, and all prior agreements, representations, and statements with respect to such subject matter are superseded. This Agreement may be changed by Edge Signal upon notification to Customer. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such breaches and the waiver of any breach will not act as a waiver of subsequent breaches.
Appendix A
EDGE SIGNAL ACCEPTABLE USE POLICY
GENERAL
This Acceptable Use Policy ("AUP"), including the following list of prohibited activities, encourages the responsible use of the Edge Signal services (collectively, the "Services") provided by Edge Signal Corporation and/or its affiliated companies and subsidiaries (collectively, "Edge Signal", "us" or "we"). The purpose of this AUP is to provide guidelines for your use of the Services that support compliance with applicable laws, rules, and regulations.
CHANGED TERMS
Edge Signal shall have the right at any time to change or modify the terms and conditions applicable to your use of the Services. Such changes shall be effective immediately. Any use of the Services by you after such modifications shall be deemed to constitute acceptance by you of the changes.
USER CONDUCT
This AUP is intended to protect the Services, employees and customers of Edge Signal, and any authorized end users of the Services from improper, inappropriate, abusive, or illegal activity. When using the Services, it is your responsibility to comply with this AUP and to ensure that you are adhering to all applicable laws, rules, regulations, and commonly accepted practices of the Internet community. The prohibited uses described below are intended as guidelines regarding improper and inappropriate conduct, and should not be interpreted as an exhaustive list.
Edge Signal makes no guarantee regarding, and assumes no liability for, the security and integrity of any data or information you store or transmit via the Services or the Internet, including any data or information stored or transmitted by any computer designated as "secure."
Employees and customers of Edge Signal and any authorized end users of the Services are responsible for immediately reporting to Edge Signal any issue which could compromise the security or integrity of any user or system taking part in the Services.
INTENDED USES OF THE SERVICES
Edge Signal's Services are intended to allow end-users to manage, control, and monitor their Edge Computing and IoT devices. The product also provides development toolset to build Edge and Edge AI applications easily.
PROHIBITED USES OF THE SERVICES, INCLUDE THE FOLLOWING
i) The Services may only be used for lawful purposes. Use of the Services for transmission, distribution, retrieval, or storage of any information, data, or other material in violation of any applicable law or regulation (including, where applicable any tariff or treaty) is prohibited. This includes, without limitation, the use or transmission of any data or material protected by copyright, trademark, trade secret, patent, or other intellectual property right without proper authorization and the transmission of any material that constitutes an illegal threat, violates export control laws, or is obscene, defamatory, or otherwise unlawful.
ii) Network and System Security Violations of system or network security are prohibited, and may result in criminal and civil liability. Examples of system or network security violations include, without limitation, the following:
Unauthorized access to or use of data, systems, or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
Unauthorized probing and/or scanning of any system without prior consent of the owner or system administrator. This includes, but is not limited to, "dictionary attacks" and/or attempts to harvest or verify email addresses.
Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
Interference with service to any user, host or network including, without limitation, mail-bombing, flooding, deliberate attempts to overload a system and broadcast attacks.
Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
Attempting to gain unauthorized access to, or attempting to interfere with or compromise the normal functioning, operation, or security of any network, system, computing facility, equipment, data, or information.
Engaging in any activities that may interfere with the ability of others to access or use the Service or the Internet.
iii) Sending Unsolicited Bulk Email ("UBE" or "spam"). The sending of any form of UBE through the Services is prohibited. Likewise, the sending of UBE from another service provider advertising a web site, landing page, email address or utilizing any Edge Signal resources, is prohibited. The Services may not be used to solicit customers from, or collect replies to messages sent from, another Internet Service Provider where those messages violate this AUP or terms of service of another provider.
iv) Running Unconfirmed Mailing Lists. Subscribing email addresses, telephone numbers or social media accounts to any mailing list without the express and verifiable permission of the owner is prohibited. All mailing lists run by Edge Signal customers must be Closed-loop ("Confirmed Opt-in") and must establish consent for each intended use. The subscription confirmation message received from each owner must be kept on file for the duration of the existence of the mailing list. Each owner must be provided with a simple procedure for withdrawal of consent.
v) Unauthorized attempts to gain access to an account or computer resource not belonging to you, and purposely altering or forging your identity. Sending any message or transmitting any electronic communication using a name or address other than your own for purposes of deception is prohibited. Impersonating someone else by altering your source IP address or by using forged headers or other identity information is prohibited. Fraudulently concealing, forging, or otherwise falsifying your identity in connection with any use of the Services is prohibited.
CUSTOMER RESPONSIBILITY FOR CUSTOMER'S USERS
Each Edge Signal customer is responsible for the activities of its users and, by accepting service from Edge Signal, is agreeing to ensure that its customers/representatives, customer users or end-users abide by this AUP. Complaints about customers/representatives, customer users or end-users of a Edge Signal customer will be forwarded to Edge Signal's customer administrator for action. If violations of the Policy occur, Edge Signal reserves the right to terminate the Services with or take action to stop the offending customer from violating this AUP as Edge Signal deems appropriate, with or without notice.
SECURITY
The Services may not be used to violate system or network security; such behaviour may result in criminal or civil liability. You may not engage, without limitation, in the following activities:
Gaining unauthorized access to, or attempting to compromise the normal functioning, operation or security of any network, system, computing facility, equipment, data or information.
Engaging in any activities that may interfere with the ability of others to access or use the Services or the Internet (i.e., Denial of Service attacks).
Monitoring any data, information or communications on any network or system not owned by you without authorization.
Gaining unauthorized access to the user accounts or passwords of other users of any system.
Attempting to intercept, redirect or otherwise interfere with communications intended for others.
Intentionally transmitting files or messages containing computer viruses or propagating worms, Trojan horses, or "spyware" programs.
COOPERATION WITH INVESTIGATIONS
Edge Signal will cooperate with appropriate law enforcement and other governmental agencies and other parties involved in investigating claims of illegal or inappropriate activity, and shall have no liability to you or any third party for any actions taken in connection with such cooperation. Employees and customers of Edge Signal and all end users of the Services are responsible for providing assistance to Edge Signal in such investigations as needed.
NOTIFICATION OF VIOLATION
If you become aware of any violation of this AUP by any person, including downstream customers, end users or third parties, you must immediately notify Edge Signal via e-mail at info@edgesignal.io , or through your designated Account Manager at Edge Signal.
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