Professional and Community Plans Terms of Service

‍These Professional and Community Plans Terms of Service (these “Terms”) govern your access to and use of the Services, Cloud Infrastructure, Edge Impulse Proprietary Software, Edge Impulse SDK Assets, other Software, Documentation, and the Site (collectively “Edge Impulse Offerings”) and constitute together with the applicable Documentation and the applicable Order (this “Agreement”) the sole and entire agreement between Edge Impulse and you with respect to your purchase or use and Edge Impulse’s provision of the Edge Impulse Offerings.  

PLEASE REVIEW THESE TERMS CAREFULLY BEFORE BROWSING THE SITE. USING THE SITE AND/OR ANY EDGE IMPULSE OFFERINGS INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, “YOU” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY. YOU CANNOT USE THE EDGE IMPULSE OFFERINGS IF YOU DO NOT ACCEPT THESE TERMS.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US.  YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION, CLASS ACTION WAIVER AND JURY WAIVER AS PROVIDED BELOW.  

1. Definitions

“Affiliate” means, with respect to a Party, any entity which is directly or indirectly controlling, controlled by or which is under common control with a Party hereof (but only as long as such control exists).  For the purpose of this definition “control” means holding more than fifty percent (50%) of the issued stock or voting rights of an entity.  

“Applicable Law” means all applicable international, federal, country, state, provincial, regional, territorial, local and other laws, rules and regulations (including Data Protection Laws, wiretapping, eavesdropping, and biometric privacy laws), ordinances, interpretive letters and other official releases of or by any Governmental Authority, decrees, orders and codes (including any requirements for permits, certificates, approvals and inspections), as the same are promulgated, supplemented and/or amended from time to time.

“Channel Partner” means any entity with whom we have entered into an agreement authorizing the entity to resell or distribute access to the Edge Impulse Offerings.

“Cloud Infrastructure” means the Services, and the computing, storage, networking, and other hardware and software infrastructure used by Edge Impulse in providing the Services.

“Compute Minutes” or “Compute Time” means a measure for the consumption by you of computing power on the Edge Impulse SaaS platform and are available on CPU-class and GPU-class computing devices. You may be able to consume both CPU-class and GPU-class Compute Minutes in any combination during an active Subscription Term. Total Compute Minutes consumed in any given period will be calculated as lx CPU minutes consumed + 3x GPU minutes consumed in that period. For the duration of an active Subscription Term, Edge Impulse will allocate a not-to-exceed number of Compute Minutes to you. The amount of Compute Minutes allocated will be included in the Documentation or on the mutually executed Order. At the end of a Subscription Term, any unused Compute Minutes expire and do not carry over to future periods with the exception of any compute packages add-ons that were purchased during the previous Subscription Term. Please also review the paragraph labeled “Excess Use” or “Overage” in the Documentation and/or Order for the available scenarios if or when you exceed (or are expected to exceed) your Compute Minutes allocation during the Subscription Term.

“Confidential Information” means: (i) Edge Impulse’s product road maps, product development plans, pricing, business plans, customer lists, documentation, business and financial information; (ii) any other information or data which Edge Impulse discloses to you in tangible form and conspicuously marks as “confidential,” “proprietary” or with other words generally understood to communicate the confidential nature of the information; and (iii) any other information that Edge Impulse makes available to you that should reasonably be understood to be confidential in nature.

“Customer Data” means all data provided by you or on your behalf to Edge Impulse or stored by you or at your direction on the Cloud Infrastructure.  For purposes of this Agreement, the term Customer Data includes data sets and model architectures (if any) provided by you to Edge Impulse or stored by you or at your direction on the Cloud Infrastructure for the purpose of enabling you to create models using the Edge Impulse Offerings.  For avoidance of doubt, as between you and Edge Impulse, Customer Data includes Artifacts, except to the extent initially made available as part of a Public Project developed and made available by a third party.

“Data Pipeline” means a data pipeline within the Cloud Infrastructure that is part of a Project or that is stand-alone. In the case in which a data pipeline is included in a Project, it can be composed of multiple data processing steps all connected sequentially, with the last step responsible for importing data into a single Project.

“Data Processing Agreement” means the agreement, incorporated as an integral part of this Agreement and located at https://www.qualcomm.com/content/dam/qcomm-martech/dm-assets/documents/Qualcomm-Data-Processing-Agreement.pdf, which may be updated from time to time in accordance with Data Protection Laws.  

“Data Protection Laws” has the meaning set forth in the Data Processing Agreement.

“Documentation” means the instruction manuals, user guides, and other information related to the Edge Impulse Offerings made available by Edge Impulse in electronic form to you.

“Edge Impulse” or “we” or “us” or “our” means EdgeImpulse Inc.

“Edge Impulse Proprietary Software” means computer programs included in the Services on which Edge Impulse claims the copyright to the source code and which is not made available under any license recognized as a free, libre or open source license.  

“Edge Impulse SDK Assets” means any Edge Impulse software development kit (“SDK”) provided or generated in connection with the Services, including any improvements to, or derivatives of, the SDK, and any related deployment assets, models made available by us (excluding any models that are a part of any Public Projects developed and made available by third parties), and algorithms.  

“Excess Use” or “Overage”, “Grace Period” means any instance when you exceed the number of Projects, Professional and Community Plans Users, Compute Minutes or other Subscription usage limits specified in the Documentation or in the Order. Edge Impulse will inform you of such Overage(s) in writing and you will have a “grace period” of thirty (30) calendar days from written notification to remedy the Overage(s) by bringing down the Overage(s) to the usage limits specified in the Documentation or in the Order. If you do not remedy the Overage(s) within the 30-day grace period, Edge Impulse retains the right to suspend access to the Services to you until you remedy the Overage(s).

“Excluded Open Source Software” means all software that is available under any license that, as a condition of use, copying, modification or redistribution, requires such software and/or derivative works thereof to be disclosed or licensed in source code form, to be licensed for the purpose of making derivative works, to be licensed free of charge, and/or to provide a royalty free license to any patents, including software licensed under the GPL (GNU General Public License) or LGPL (GNU Lesser General Public License), all versions.

“Free Services” means any free products or services provided by us subject to these Terms and accessible through our Site without purchase.

“Free Services User” means any Professional and Community Plans User who is authorized by you to use and access the Free Services.

“Governmental Authority” means any United States federal, state or local government or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body.

“Intellectual Property Rights” means all inventions, know-how, patents (including originals, divisionals, continuations, continuations-in-part, extensions, utility models and re-issues), patent applications, copyrights (including all related rights and registrations and applications therefor), trade secrets, trademarks, Internet domain names, moral rights, and all other proprietary and intellectual property rights.

“Order” means any order form or other document executed between the Parties to which these Terms are attached to, referenced, or incorporated by reference and which identifies the Services to be provided or licensed by Edge Impulse to you and the relevant Fees. An Order may also be referred to as a Sales Order (SO), Service Order, Subscription Order, Order Form (OF) or Sales Order Agreement (SOA), but shall exclude any purchase order or similar document issued by you. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if you issue any purchase orders or similar documents in connection with your purchase of a Subscription to any Paid Services, you shall do so only for your own internal, administrative purposes and not with the intent to provide any contractual terms.

“Output” means any intermediary files, texts, events or other data sets, and the object code copy of any new models, in each case that are both created by you and generated from Customer Data, in each case as such intermediary files, texts, events or other data sets, and object code copies of the new models are provided, delivered, or otherwise made available by Edge Impulse to you. Notwithstanding anything to the contrary, the term “Output” does not include (i) any Edge Impulse SDK Assets, (ii) any Edge Impulse Proprietary Software, (iii) any base models that Edge Impulse makes available to you in connection with the Edge Impulse Offerings for purposes of enabling you to create models, or (iv) any model architectures for such base models.

“Paid Services” means to the paid products or services provided by us subject to these Terms.

“Paid Services User” means any Professional and Community Plans User who is authorized by you to use and access the Paid Services.

“Party” and “Parties” means individually and collectively, as the context implies, Edge Impulse and/or you.

“Personal Data” has the meaning set forth in the Data Processing Agreement.

“Private Project” means a Project that is only viewable, modifiable and cloneable by you and/or any of your Professional and Community Plans Users within your Project instance as part of an active Subscription.  All of your Projects will be Private Projects unless otherwise designated as Public Projects by you.

“Professional and Community Plans User” means any individual natural person who is authorized by you to use and access the Edge Impulse Offerings and exercise the rights licensed by you.  A “Professional and Community Plans User” may include your employees, consultants, representatives or agents.

“Project” means a project in https://www.edgeimpulse.com/projects (or such successor site designated by Edge Impulse) initiated by you and made available to you by Edge Impulse as part of the Services or other Edge Impulse Offerings. Within each Project you can instantiate the following “Artifacts”: a Data Pipeline, software, models, data, data sets, documentation and other materials, one set of digital signal processing, machine learning, post processing blocks, and test configurations including versioning. Two or more Projects are distinguished if any of the Artifacts within a Project are different. A Project ends when you delete it or wipe the state of all its Artifacts. Projects can have multiple versions and be shared and cloned publicly by you.

“Public Projects” means projects, software, models, data, data sets, documentation, and other materials that are made publicly available for viewing, download, cloning and/or use by third parties at https://www.edgeimpulse.com/projects or such other websites specified by Edge Impulse. For clarity, you may designate one or more of your Projects as Public Projects that you will make available publicly to third parties and you may access and use Public Projects developed and made available by third parties.

“Restricted Data” means: (i) any health information, including protected health information regulated under the Health Insurance Portability and Accountability Act (HIPAA) or the Health Information Technology for Economic and Clinical Health Act (HITECH), and other health information regulated under U.S. state privacy laws, including the Washington State My Health My Data Act; (ii) biometric data or biometric information that can be used to identify an individual natural person; (iii) any data governed by or subject to the following laws (or where transmission of such data to Edge Impulse would result in Edge Impulse being subject to the following laws): Criminal Justice Information Services (CJIS) Security Policy; Federal Educational Rights and Privacy Act (FERPA); Federal Information Security Management Act (FISMA); National Institute of Technology Standards; Gramm-Leach- Bliley Act (GLB) Act; the Fair Credit Reporting Act; IRS Publication 1075; Payment Card Industry Data Security Standard (PCI DSS); Sarbanes-Oxley Act (SOX); Electronic Communications Privacy Act, Stored Communications Act and the PATRIOT Act; or any similar state laws or compliance requirements, including the DMV Privacy Act, Public Service Law and others; and (iv) data that is or reveals race or ethnic origin, citizenship or immigration status, political opinions, religious or philosophical beliefs, trade union membership, genetic or neural data, data concerning a natural person’s sex life or sexual orientation, social security, driver’s license, state identification card, or passport number, account access credentials, or precise geolocation reasonably linked to specific natural persons, which constitutes sensitive personal data or a similar term as defined under applicable Data Protection Laws.

“SaaS” means “Software-As-A-Service” which indicates a method of software provisioning and licensing in which software is provided by Edge Impulse on the Cloud Infrastructure and accessed by you online via a Subscription, rather than bought as a perpetual license and installed on your own computers.

“Services” means any Free Services and/or the Paid Services provided by us subject to these Terms.

“Site” means Edge Impulse’s website(s).

“Software” means computer programs included in the Services, which will be made available by providing electronic access to a website.  

“Subscription” means the Edge Impulse Offerings made available by Edge Impulse as SaaS applications as described in and for a specified period of time (“Subscription Term”) (e.g., annual, 2-year term, 3-year term, etc.) set forth in the Documentation or in an Order.

“you” or “your” and “Customer” means the person or entity agreeing to these Terms, as “you” or “your”.

2. Agreement to Terms; Delivery; Conflicting Terms

2.1.     Agreement to Terms.  These Terms are effective as of the date you first click “I agree” (or similar button or checkbox), submit an Order, or use or access the Services, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. By clicking “I agree” (or similar button or checkbox) or submitting an Order, accessing or using the Site, and/or using a Service, (i) you agree to these Terms and (ii) you represent that you are at least 18 years old and have the right, authority and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent. For Evaluation Offerings (defined below), you also indicate your agreement to these Terms by accessing or using the applicable Evaluation Offering.

Please note that if you are accepting these Terms on your own behalf but using a business or enterprise email address (not a @gmail, @hotmail, @yahoo or similar email address) to do so, you acknowledge and agree that use of such business or enterprise email address will establish an Edge Impulse account that will be associated with the applicable business or enterprise, and may be transferred entirely (both control and data/information within the account) to such business or enterprise upon such enterprise’s request without notice or liability to you.

Edge Impulse reserves the right to modify the terms and conditions of these Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. As a Free Services User, if you continue to use the Services after these Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. As a Paid Services User, the modified Terms will take effect upon the commencement of any renewal of any Subscription Term. If Edge Impulse modifies these Terms during Customer’s Subscription Term, and Customer objects to the modified Terms, as Customer’s exclusive remedy, Customer may choose to not renew this Agreement at the end of the then-current Subscription Term and cease using the Services. You are responsible for regularly reviewing these Terms for modifications. CONTINUED USE OF THE SERVICES AFTER ANY SUCH MODIFICATIONS SHALL CONSTITUTE YOUR CONSENT TO SUCH MODIFICATIONS.

2.2.     Electronic Delivery. All Services and Documentation (and any other Edge Impulse Offerings) will be made available electronically to you.

2.3.     Conflicting Terms. Where any terms in the applicable Documentation or in the applicable Order, as applicable, are conflicting or deviate from the terms and conditions in these Terms, the terms and conditions in the applicable Documentation or the applicable Order, as applicable, shall prevail. THE PARTIES AGREE THAT ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED ON, REFERENCED BY OR INCORPORATED INTO ANY DOCUMENT(S) YOU PROVIDE OR REFERENCE ARE EXPRESSLY REJECTED, ARE NOT BINDING ON EDGE IMPULSE, AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.

2.4.     Capitalized Terms and Definitions. In addition to other terms defined elsewhere in this Agreement, the terms, when the first letter is capitalized, shall have the meanings set forth in Section 1 (Definitions). These capitalized terms shall apply both to their singular or plural forms, as the context may require. As used herein, “hereunder,” “herein” and similar expressions refer to these Terms, and “including”, “include” and “includes” means “including/include/includes without limitation.”

3. Ownership of Intellectual Property; License Grant; Restrictions to License Grant

3.1.     Edge Impulse Ownership of Intellectual Property. Except to the extent licenses are expressly granted hereunder, Edge Impulse and its licensors own and retain all right, title and interest in and to all Intellectual Property Rights in and to the Edge Impulse Offerings and to any additional system software, content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to any and all of the foregoing. If and to the extent that you acquire or own any right, title or interest in or to any of the foregoing, you hereby assign to, and agree to assign to, Edge Impulse all of such right, title and interest in and to the Edge Impulse Offerings and such other items related thereto. The copying, redistribution, display, creation of derivative, publication, and other use by you and/or your Professional and Community Plans Users of any part of the Edge Impulse Offerings, except as expressly authorized by this Agreement, is prohibited.  The Edge Impulse name, the Edge Impulse logo, and other Edge Impulse trademarks, service marks, graphics, trade names and logos used in connection with the Edge Impulse Offerings are common law trademarks or registered trademarks of Edge Impulse. Other trademarks, service marks, graphics, and logos used in connection with the Edge Impulse Offerings may be the trademarks of their respective owners. All rights are reserved.

3.2.     License Grant by Edge Impulse. Subject to and in consideration of your and your Professional and Community Plans Users compliance with the terms and conditions of this Agreement, Edge Impulse hereby grants to you and your Professional and Community Plans Users, solely during the Term, a royalty free, limited, personal, revocable, non-exclusive, non-transferable (except as otherwise expressly allowed by this Agreement), non-sublicensable copyright license to, subject to Section 3.3 (Restrictions) below: (i) access and use the Services via the Internet address provided to you by Edge Impulse; and (ii) use the other Edge Impulse Offerings that Edge Impulse makes available to you, in each case in accordance with the terms of this Agreement, including the applicable Order.  Your copyright license to each Edge Impulse Offering will terminate upon the earlier of termination of this Agreement or termination or expiration of the applicable Subscription Term, and you may not use the Edge Impulse Offerings following termination or expiration of this Agreement or the applicable Subscription Term.

For clarity, neither Edge Impulse, nor any Edge Impulse Affiliates delivering the Services or any other Edge Impulse Offerings, or portion thereof hereunder, is authorized to sell or license any Edge Impulse Offerings or any Output or any portion thereof under the patents of any Edge Impulse Affiliates.  Accordingly, neither the license or provision of the Edge Impulse Offerings or any portion thereof by Edge Impulse or any Edge Impulse Affiliates, nor any provision of this Agreement, shall be construed as to grant to you, either expressly, by implication by way of estoppel, or otherwise, any license or other right under any of such patents of Edge Impulse or any Edge Impulse Affiliates. You, on behalf of yourself and your Affiliates, agree not to contend in any context that, as a result of the provision or use of the Edge Impulse Offerings, or any portion thereof, Edge Impulse or Edge Impulse Affiliates has any obligation to extend, or that you or any other party has obtained any right to, any license, whether express or implied, with respect to, any patent of Edge Impulse or any Edge Impulse Affiliates, for any purpose.

3.3.     Restrictions. You agree that you (and your Professional and Community Plans Users) shall not without express written permission of Edge Impulse: (a) reverse compile, disassemble, decompile or engineer, or otherwise attempt to discover any source code or underlying ideas or algorithms, reproduce, modify, adapt or create derivative works of or from the Edge Impulse Offerings or any part thereof; (b) make the Edge Impulse Offerings available to, or use the Edge Impulse Offerings for the benefit of, anyone other than you; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Edge Impulse Offerings, or include any Edge Impulse Offerings in a service bureau or outsourcing offering; (d) permit direct or indirect access to or use of the Edge Impulse Offerings in a way that circumvents any contractual usage limit; (e) reproduce the Edge Impulse Offerings or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement); (f) remove any proprietary notices from the Edge Impulse Offerings; (g) interfere with or disrupt the integrity or performance of the Edge Impulse Offerings or the underlying servers or networks, or disobey any requirements, procedures, policies or regulations of networks connect to the Edge Impulse Offerings; (h) access or use the Edge Impulse Offerings in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Edge Impulse Offerings; (i) upload, post or otherwise transmit any material or data that contains software viruses or any other malicious codes, files or programs or infringes upon or violates the Intellectual Property Rights or any other rights of any person or otherwise violates any Applicable Law; (j) use the Edge Impulse Offerings in an excessive or abusive manner as determined by Edge Impulse in its sole discretion, including providing or otherwise making available data or other content that: (i) is unlawful, defamatory, fraudulent or intentionally deceptive; (ii) promotes discrimination or hate speech; (iii) is harassing, demeaning, or bullying; (iv) is used without explicit consent of the people represented; (v) promotes or glorifies violence or the suffering or humiliation of another; or (vi) promotes or induces unlawful or fraudulent activities or transactions; (k) unless expressly approved in writing by an authorized Edge Impulse signatory, submit, upload or transmit (or allow any other person to submit, upload or transmit) any Restricted Data to or in connection with the Edge Impulse Offerings or otherwise provide any Restricted Data to Edge Impulse; (l) introduce or use any Excluded Open Source Software in a manner that subjects the Edge Impulse Offerings to any agreement or license for Excluded Open Source Software; (m) benchmark the Edge Impulse Offerings; (n) publish or disclose to third parties any negative evaluation of the Edge Impulse Offerings without Edge Impulse’s prior written consent; (o) upload to or in connection with the Edge Impulse Offerings or otherwise provide to Edge Impulse any data or information (including to third party product or pricing information) that you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party; (p) attempt to gain unauthorized access to the Edge Impulse Offerings; or (q) use the Edge Impulse Offerings to identify or provide evidence to support any potential patent infringement claim against Edge Impulse, its Affiliates, or any of Edge Impulse’s or Edge Impulse’s Affiliates’ suppliers and/or direct or indirect customers. Edge Impulse reserves the right to suspend your access to the Services and other Edge Impulse Offerings in the event (x) Edge Impulse believes your use of the Services represents an imminent threat to Edge Impulse’s users or network, (y) of your breach or violation of Applicable Laws or your breach of this Agreement, including the restrictions in this Section 3.3 (Restrictions) or Section 3.6 (You Are Responsible for Your Professional and Community Plans Users and their Accounts), or (z) if so directed by a court or competent authority. In such cases, Edge Impulse will (i) use its commercially reasonable efforts to promptly contact you and give you the opportunity to change your use of the Services accordingly and/or work with you to resolve the issues causing the suspension of such Services; and (ii) reinstate any suspended Services promptly after the issue is abated.

3.4.     No Circumvention of Security; Account Security; Compliance.  Neither you nor any Professional and Community Plans User may circumvent or otherwise interfere with any user authentication or security of the Edge Impulse Offerings.  In furtherance of the foregoing, You shall (a) ensure that you and your Professional and Community Plans Users’ use of the Edge Impulse Offerings comply with this Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Edge Impulse Offerings, and (c) promptly notify Edge Impulse if you become aware of any unauthorized use of, or access to, the Edge Impulse Offerings. Edge Impulse reserves the right to investigate any potential violation by you. In addition, you are responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third party services.

In addition, and without limiting the requirements set forth in the Data Processing Agreement, if you discover or learn of a data or security breach (“Data Breach”) affecting the Edge Impulse Offerings or Personal Data, you shall take commercially reasonable, appropriate, and prompt steps to: (i) notify Edge Impulse of such Data Breach; (ii) furnish the necessary and relevant details of the Data Breach to Edge Impulse as may be available; (iii) assist Edge Impulse, as needed, in its investigation, mitigation, and remedying of the Data Breach; and (iv) provide information and assist Edge Impulse, as needed, in meeting legal obligations, including any applicable obligations to notify individuals affected by the Data Breach.  

3.5.     Responsible Use of Artificial Intelligence Technology License (“RAIL”). You understand that Edge Impulse promulgates a “Technology-for-Good” policy as part of its corporate mission. You shall (and shall ensure that your Professional and Community Plans Users) comply with the Edge Impulse Responsible Al License Terms, available at https://docs.edgeimpulse.com/page/responsible-ai-license and incorporated by reference herein. If you know or reasonably suspect that any Edge Impulse Offerings will be used directly or indirectly for purpose(s) prohibited by the RAIL, then you shall notify Edge Impulse and review such use case(s) with Edge Impulse. Edge Impulse, in its sole discretion, shall make a determination whether such use case is permitted under this Agreement. The foregoing does not apply to weaponry use cases, which are strictly prohibited under any circumstances.

3.6.     You Are Responsible for Your Professional and Community Plans Users and their Accounts. You are responsible and liable for your Professional and Community Plans Users and each of their Accounts (as defined below), including all uses of the Edge Impulse Offerings, resulting from any Professional and Community Plans User use or access, regardless of whether such access or use is permitted by or in violation of this Agreement.  Without limiting the generality of the foregoing, you are responsible for all acts and omissions by any Professional and Community Plans Users, and any act or omission by any Professional and Community Plans Users that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall provide accurate, current and complete information required to enable your Professional and Community Plans Users on the Cloud Infrastructure, and shall maintain the accuracy of such information during the use of the Edge Impulse Offerings. You shall: (a) keep your password and online ID secure and strictly confidential; (b) require Professional and Community Plans Users to maintain proper online ID and password security, and to keep their Accounts confidential; (c) notify Edge Impulse immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (d) notify Edge Impulse immediately if you are contacted by anyone requesting your online ID and password. You are responsible for the actions of your Professional and Community Plans Users, of anybody accessing the Cloud Infrastructure using the credentials of any Professional and Community Plans User (unless such access was due to Edge Impulse’s actions), and of any other individuals to whom you have given access to the Edge Impulse Offerings.  As used in these Terms, the term (“Account”) means a unique electronic identity a Professional and Community Plans User uses to access and use the Edge Impulse Offerings.

3.7.     Prohibition on Sharing. You are responsible for ensuring that each Account is only assigned to and accessible by one individual Professional and Community Plans User. You shall not (and shall ensure your Professional and Community Plans Users do not) share the Account, login credentials or any other rights assigned to a Professional and Community Plans User with any other individual or third party, unless otherwise expressly pre-approved by Edge Impulse. You acknowledge that login credentials, passwords and any assigned rights of your Professional and Community Plans Users and their respective Accounts are unique to the applicable Professional and Community Plans User, and that sharing by your Professional and Community Plans Users of any such rights is strictly prohibited.

3.8.     You Own Your Intellectual Property, Customer Data, and Output. Subject to the licenses you expressly grant to Edge Impulse hereunder, including in Section 3.9 (License Grant by You to Edge Impulse), you retain your ownership, including all Intellectual Property Rights, in and to: (i) your products and services; and (ii) the Customer Data.  Subject to the licenses that you expressly grant under this Agreement, Edge Impulse hereby assigns to you, your successors and assigns, all right, title and interest in and to the Output, including all rights in and to any inventions, designs and Intellectual Property Rights embodied in the Output. For clarity, the foregoing assignment does not include any Intellectual Property Rights in or to the Edge Impulse Offerings (or any portion thereof), which, as between the Parties, is exclusively owned by Edge Impulse. Notwithstanding anything to the contrary, Edge Impulse has no obligation to deliver to you, and will not deliver to you, the source code for any Output, and no rights or licenses are granted or assigned to you with respect to any such source code.

Due to the nature of the Edge Impulse Offerings, Output may not be unique and other users may receive similar Output from the Edge Impulse Offerings. Our assignment above does not extend to, and Edge Impulse shall have no liability or responsibility for, other users’ Edge Impulse Offerings or any Third Party Output.

3.9.     License Grant by You to Edge Impulse. You hereby grant to Edge Impulse a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicensable (through multiple levels of sublicenses), fully paid-up, royalty-free license to use, copy, reproduce, modify, create derivative works based upon, distribute, perform, and otherwise exploit (i) the Customer Data, and (ii) the Output, including any patents, patent applications, and related filings for your inventions that result from Output resulting from or related to your use of the Edge Impulse Offerings (“Patents”), for any purposes.  

You will not (and will not authorize, assist or encourage any third party to) bring any claims against or otherwise assert against Edge Impulse or any of our customers, end users, vendors, business partners, licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim under the Patents.

To the extent you elect to share Customer Data, Output, or Customer Public Projects (as defined below) with third parties as part of the Edge Impulse Offerings and Edge Impulse or such third parties copy, re-share it, or store it, you grant to Edge Impulse and such third parties the licenses set forth in this Section 3.9 (License Grant by You to Edge Impulse) with respect to such Customer Data and Output.

In addition, despite anything to the contrary, Edge Impulse shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Edge Impulse Offerings and related systems and technologies, including information concerning Customer Data and Output, and the performance and validation of models that process Customer Data (collectively the “Usage Data”), and, during and after the Term to (i) use and reproduce the Usage Data for any internal business purposes, and (ii) disclose the Usage Data (a) to third party entities who assist Edge Impulse with the activities listed in the foregoing clause “(i)” and (b) to other third parties solely in aggregated, anonymized or de-identified form from which neither you nor any Professional and Community Plans User may be identified. In connection with the provision of the Edge Impulse Offerings to you, Edge Impulse may use Customer Data to validate (but not train) then-existing Edge Impulse models and third party models that may be of interest to you for one or more use cases, including where you specify or agree to such models being validated using Customer Data.  You acknowledge that such Edge Impulse models and third party models will continue to be made available to Edge Impulse.

3.10.     Customer Data. You represent and warrant that: (a) you own all right, title and interest in and to the Customer Data or have all rights that are necessary to grant to Edge Impulse the rights and licenses granted under this Agreement; (b) you have all rights that are necessary to provide to Edge Impulse and to store on the Cloud Infrastructure the Customer Data (including all approvals, permissions, consents, licenses and authorizations); and (c) neither the Customer Data or any other materials, data, or information provided by you to Edge Impulse, nor the inclusion of any Customer Data or such materials, data, or information in the Edge Impulse Offerings, will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or any Applicable Law, including Data Protection Laws, or any contract (including any terms of service).

You further represent, warrant and agree that, unless the Parties separately agree in writing, you shall not submit, upload, or transmit (or allow any other person to submit, upload, or transmit) to or in connection with the Edge Impulse Offerings any data or information that would qualify as Restricted Data that is prohibited by any Applicable Laws or contract (including any terms of service) from being submitted, uploaded, or transmitted to or in connection with the Edge Impulse Offerings or that would violate any Applicable Laws or contract (including any terms of service) if submitted, uploaded, or transmitted to or in connection with the Edge Impulse Offerings.

3.11.     Feedback; Forums. Edge Impulse welcomes feedback, comments and suggestions for improvements to the Edge Impulse Offerings (“Feedback”). You can submit Feedback directly in the Edge Impulse SaaS platform or by emailing Edge Impulse at hello@edgeimpulse.com or through the functionality available on the Site. In addition, Edge Impulse may invite you to participate in an online community, surveys or forum (“Forums”) for the purpose of increasing the usability and functionality of the Site. Any data or other information you provide in connection with any Forum will be deemed to be Feedback. Edge Impulse may moderate the Forum but is not responsible for the information or posts of any member of the Forum. Edge Impulse reserves the right to remove any posts which do not fit the spirit of the Forum or do not follow the guidelines of these Terms, and to disallow access to any Forum participants who violate the intent and spirit of these Terms. No reproduction of the Forum content is permitted without written authorization from Edge Impulse. You grant to Edge Impulse a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses (through multiple levels of sublicenses), under any and all Intellectual Property Rights that you own or control to use, copy, modify, create derivative works based upon, distribute, and otherwise exploit the Feedback for any purposes.

3.12.     Links to Third Party Websites; Third Party Tools. The Site may contain links to third party websites or resources. Edge Impulse provides these links, if any, only as a convenience and Edge Impulse is not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. Your browsing and interaction on any third party websites, apps, or services, including those that have a link or advertisement on the Site are subject to that third party’s own rules and policies. Edge Impulse is not responsible for the practices employed by websites, mobile apps, or services linked to or from the Site, including the information or content contained therein; you acknowledge sole responsibility for, and assume all risk arising from, your use of any third party websites or resources. In addition, you agree that Edge Impulse is not responsible for, and Edge Impulse does not have any control over, any third parties that you authorize to access your Personal Data. However, Edge Impulse seeks to protect the integrity of the Site and welcomes any feedback about these websites.

The Services may include or allow connections to third party software, models (excluding Third Party Open Source Models (as defined below)), tools, files, products or services that interoperate with the Services or are made available for use with the Services (collectively referred to as “Third Party Tools”) and some parts of the Services may include or permit you to utilize output from those Third Party Tools (“Third Party Output”). Third Party Tools and Third Party Output are subject to their own terms, and Edge Impulse is not responsible for the Third Party Tools and Third Party Output or such terms. You hereby represent and warrant that, prior to connecting or using any Third Party Tools or Third Party Output: (a) you have entered into a valid agreement with the provider of the Third Party Tools (“Third Party Services Agreement”) that provides sufficient rights, licenses and permissions for your access and use of such Third Party Tools and Third Party Output in connection with the Services; (b) any such Third Party Services Agreement is consistent and does not conflict with this Agreement; (c) you are and will remain in full compliance with such Third Party Services Agreements and this Agreement at all times; and (d) Edge Impulse is not liable or responsible for any Third Party Tools or Third Party Output used or accessed in connection with the Services, and you hereby release, waive, and forever discharge Edge Impulse from any liability, damages, expenses or claims associated with Third Party Tools or Third Party Output. Edge Impulse has no obligation to monitor Third Party Tools or Third Party Output, and Edge Impulse may block or disable access to any Third Party Tools or Third Party Output (in whole or part) through the Services at any time. Notwithstanding the format or distribution mechanism of the Third Party Tools and/or Third Party Output, any Third Party Tools and/or Third Party Output deliverables included in or made available for use with the Services are delivered and licensed subject to the applicable Third Party Services Agreement between you and the provider of the Third Party Tools.

3.13.     Third Party Open Source Models.  Edge Impulse makes certain Third Party Open Source Models available to you for use by you along with Customer Data and the Services for you to generate Output.  “Third Party Open Source Models” means artificial intelligence models that are subject to open source license terms. Use of such Third Party Open Source Models together with the Services is subject to the terms and conditions of this Agreement. Any open-source licenses accompanying Third Party Open Source Models are provided for notice and/or attribution only. You acknowledge and agree that (a) Edge Impulse is a service provider of you with respect to the Third Party Open Source Models, (b) Edge Impulse is not responsible for the Third Party Open Source Models or the testing/training/inputs/outputs/use thereof, and (c) you are solely responsible for all activities related to or in connection with the Third Party Open Source Models and any content, including training data, inputs, prompts or outputs (or filtering thereof), created by or used with such Third Party Open Source Models, including whether such Third Party Open Source Models (i) comply with any applicable laws and regulations, (ii) adhere to ethical principles and values, (iii) cause any harm, (iv) infringe the Intellectual Property Rights or other rights of any third party, (v) are fit for any use case, and/or (vi) have adequate privacy or security. You shall comply with all applicable third party open source licenses, read-me files, laws, administrative orders, rules, and regulations as such relate to your activities related to or in connection with the Third Party Open Source Models.

3.14.     Public Projects.  

    a)     Public Projects Accessed by You.  Edge Impulse users may make their Projects available as Public Projects at https://www.edgeimpulse.com/projects (or such successor website(s) designated by Edge Impulse).  If you visit such website(s) or you view, access, download, clone, or otherwise use any Public Project(s) hosted at such website(s), then you are bound by the Terms of Use at https://www.edgeimpulse.com/projects and such Terms of Use are incorporated into this Agreement by this reference.  

Public Projects are licensed to you directly by the creator responsible for the respective Public Project, and are subject to the terms of the applicable license.  For clarity, Edge Impulse does not provide, distribute, deploy or license any Public Project (or any portions thereof) made available by you or by any third party. Each Public Project is posted to, or included in, such website(s) unilaterally by the creator responsible for the Public Project.  You are required to comply with the terms of the license that is applicable to each Public Project.  If no license is specified for a Public Project, then the license applicable to the Public Project will be the 3-Clause BSD License found at https://opensource.org/license/bsd-3-clause.  In addition, you will comply with any open source licensing requirements or third party licenses appliable to each Public Project accessed or used by you.

You are solely responsible for vetting the suitability of any Public Projects (and their corresponding license terms) for your intended purposes.

    b)     Your Making Available Public Projects.  You may, in your sole discretion, make available to third parties one or more of your Projects as Public Projects for hosting by Edge Impulse at https://www.edgeimpulse.com/projects (or such successor website designated by Edge Impulse) (“Customer Public Projects”).  Customer Public Projects can be accessed and used by anyone with access to https://www.edgeimpulse.com/projects. You agree that you (and not Edge Impulse) are making available, providing, licensing, and distributing the Customer Public Projects to third parties via such websites.  You agree that Edge Impulse is merely providing a platform upon which you make available and license your Customer Public Projects.  Edge Impulse is simply hosting the Edge Impulse SaaS platform for such purposes. You agree that if you designate a Project as a Public Project, the contents of that Project, including models, data, training data, and any Personal Data contained therein, may be accessed and used by anyone with access to https://www.edgeimpulse.com/projects.

If you elect to make available any Customer Public Projects, then you will provide to Edge Impulse any information about such Public Projects as requested by Edge Impulse (the “Project Information”). Edge Impulse may request such information in connection with making Customer Public Project first available or any time thereafter. Edge Impulse may request that the Project Information be provided in the form of a model card for each Customer Public Project as such model card may be specified by Edge Impulse from time to time. The model card may request certain information about the Customer Public Projects and the elements and parts of the Customer Public Project, including the data sets used to train the model that is a part of the Customer Public Project and information related to the model included in the Customer Public Project. The Project Information may be posted by Edge Impulse with the applicable Customer Public Project and the Project Information will not be Confidential Information. You represent and warrant that the Project Information will be accurate and truthful and will not be misleading.

You are required to license and make available Customer Public Projects in accordance with the terms of an open source license and the terms of this Agreement, and you may not license Customer Public Projects under any closed source terms.  If Customer does not specify a license that is applicable to a Customer Public Project, then you agree that the Customer Public Project will be subject to the 3-Clause BSD License (found at https://opensource.org/license/bsd-3-clause) with respect to such Customer Public Project.  You will comply with the foregoing license.  In addition, you will comply with any open source licensing requirements or third party licenses applicable to each Customer Public Project made available by you.

Edge Impulse does not support, endorse, recommend, or assume any responsibility for any Customer Public Project, its accuracy or usefulness, or any results you might achieve using any user content.

You are solely responsible for the content of, and for any harm resulting from, any Customer Public Projects, including with respect to any data and information, including Personal Data contained therein, regardless of the form of such Customer Public Projects.  Edge Impulse is not responsible or liable in any manner for any Customer Public Projects or the use or misuse thereof by any third party.  

You acknowledge that persons and entities accessing, viewing, cloning or otherwise using Customer Public Projects are subject to the Terms of Use at https://edgeimpulse.com/legal/terms-of-use-applicable-to-download-and-use-of-ml-projects.

Edge Impulse may, but has no obligation to Customer under these Terms to, monitor, screen, assess or evaluate Public Projects. Edge Impulse has the right, in its sole and absolute discretion, to (a) edit, redact or otherwise change any Public Projects (including any portion thereof), (b) re-categorize any Customer Public Projects or to place them in more appropriate locations within the websites specified above, and/or (c) pre-screen or reject any Public Projects and/or to remove any Customer Public Project from the websites noted above at any time and for any reason or no reason, without notice.

You covenant, represent, and warrant that (1) you have the right to make available and license the Customer Public Projects as contemplated by this Agreement, (2) the creation, use, publication and other treatment of Customer Public Projects as contemplated by this Agreement complies with Applicable Law, (3) no Customer Public Project infringes, misappropriates, or violates any Intellectual Property Rights or other rights (including privacy rights) of any person, (4) each Customer Public Project will comply with the restrictions and limitations in the RAIL, including with respect to Prohibited Uses and High-Risk Applications (as each such term is defined in the RAIL), (5) no Customer Public Project will include any malware or malicious code, and (6) no Customer Public Project will include any content that is unlawful, defamatory, fraudulent or intentionally deceptive; that promotes discrimination or hate speech; that is harassing, demeaning, or bullying; any content used or created for harassment, bullying, or without explicit consent of the people represented; any content involving minors; content that promotes or glorifies violence or the suffering or humiliation of another; content that promotes; or induces unlawful or fraudulent activities or transactions.

    c)     Remedies.  Edge Impulse reserves the right to suspend or terminate your access to and use of the website(s) described above, or to block access to or remove any Public Projects or any Customer Public Projects from such website(s) for any reason or no reason at all, without notice.

3.15.     Notices.  Edge Impulse respects the Intellectual Property Rights of others, and asks you to do the same. If you are a copyright or trademark owner (or an agent of a copyright owner) and believe that any Public Project (or any portion thereof) or other content on the Edge Impulse Offerings infringes upon your copyrights or trademarks, you may submit a notification pursuant to Edge Impulse’s DMCA Policy available at https://edgeimpulse.com/legal/dmca-digital-millennium-copyright-act-policy.

3.16.     Things you can do as a Professional and Community Plans User. As a Professional and Community Plans User, you are bound by certain usage and Cloud Infrastructure limitations, including access to certain Features, Compute Time, and/or Storage limitations, as described in the “Community” section of the page at https://edgeimpulse.com/pricing.

3.17.     Creating an Account; Information You Must Provide. If you register any Account with Edge Impulse, you agree to provide accurate, complete registration information, and to keep that information current. You agree that Edge Impulse may store and use your registration information to maintain your Account. You are responsible for your own actions, and for the actions of anybody accessing the Site or the Services using your credentials.

3.18.     End User of a license granted by a Channel Partner. If you received or were granted access to the Services from a Channel Partner, you acknowledge and agree that we may collect your login dates as part of tracking ‘non-use’ of the Edge Impulse SaaS platform (i.e., where an Professional and Community Plans User has not accessed Edge Impulse Services for thirty (30) calendar days or more) and disclose such usage information to the Channel Partner so they can determine whether your license to the Services should be re-assigned to another customer of the Channel Partner. If the Channel Partner determines that there is non-use, in their sole discretion, the Channel Partner can re-assign your license to another customer. At that time, your access to the Services will expire and you can use the Services as a Professional and Community Plans User subject to applicable restrictions on use.

3.19.     Evaluation Offerings. We may offer certain Services to you to try at no additional charge, and which are designated as beta (including Beta Versions, as defined below), free trials, limited release, non-production, developer preview, proof of concept, evaluation, or other similar designation (collectively, the “Evaluation Offerings”). Your use of Evaluation Offerings is subject to any additional terms that we specify and is only permitted for the evaluation period that we designate. Except as otherwise set forth in this Section 3.19 (Evaluation Offerings), these Terms governing the Services, including Section 3.16 (Things you can do as a Professional and Community Plans User) and/or Section 3.5 (Responsible Use of Artificial Intelligence Technology License (“RAIL”)), fully apply to Evaluation Offerings. We may modify or terminate your right to use Evaluation Offerings at any time and for any reason in our sole discretion, without liability to you. You must accept any modifications to continue using the Evaluation Offerings, otherwise your exclusive remedy is to cease using the Evaluation Offerings.

a) You understand that any pre-release and beta Services, and any pre-release and beta features within generally available Services that we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Services. We make no promises that any Beta Versions will ever be made generally available. In some instances, we may charge a fee in order to allow you to access certain Evaluation Offerings or Beta Versions, but your access will still remain subject to this Section 3.19 (Evaluation Offerings).

b) All information regarding the characteristics, features, or performance of any Services and any Evaluation Offerings (including Beta Versions) constitutes our Confidential Information and intellectual property, and you may not disclose such Confidential Information to any person or entity and you may not use it for any purpose. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OBLIGATIONS OR LIABILITIES WITH RESPECT TO SERVICES AND EVALUATION OFFERINGS, INCLUDING ANY SUPPORT, WARRANTY AND INDEMNITY OBLIGATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU WITH RESPECT OF ANY SERVICES AND EVALUATION OFFERINGS WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

4. Fees and Payment

4.1.     Edge Impulse’s Right to be Paid Accrues on Effective Date of Orders. Edge Impulse’s right to payment for the Services purchased by Customer under an Order shall accrue on the date of the applicable Order.

4.2.    Fees. You will pay Edge Impulse the fees set forth in the relevant Order (“Fees”) in accordance with the terms therein and these Terms and without offset or deduction. Fees may include subscription fees for the Paid Services and any overage fees incurred if you exceed the usage capacity of your Paid Services plan (i.e., Excess Usage). Except as expressly provided in these Terms or the applicable Order, all payment obligations accrued or made under this Agreement are non-cancelable and nonrefundable. Edge Impulse reserves the right to change the Fees or applicable charges for the Paid Services in its sole discretion with or without prior notice, which modified Fees will take effect upon the commencement of any renewal of any Subscription Term, unless you cancel your subscription to the Paid Services in accordance with Section 7 (Term; Termination; Modification).

4.3.     Payments. All Fees will be paid in U.S. dollars through the payment method designated by Edge Impulse. If you are paying Fees using a credit card or any digital payment method supported by Edge Impulse, you authorize Edge Impulse to charge your Account for the Paid Services using that payment method. You must keep all information in your billing Account current to ensure that all Fees are charged to the appropriate Account and are timely paid. If you notify Edge Impulse to stop using a previously designated payment method and fail to designate an alternative, or if your payment method is declined, Edge Impulse may immediately suspend use and access to the Paid Services. Any notice from you changing your billing Account will not affect charges Edge Impulse submits to your billing Account before Edge Impulse reasonably can act on your request. Edge Impulse may use a third-party intermediary to manage credit card processing. Notice (including email) from Edge Impulse’s third-party credit card processor declining your credit card or otherwise relating to your Account will be deemed valid notice from Edge Impulse. Any amount which is unpaid when due may be subject to interest equal to the lower of one and one-half percent (1.5%) per month or the highest applicable legal rate, unless otherwise indicated in the Order, from the date such payment was due until the date paid. If and when your outstanding invoice(s) are referred to a collection agent due to non-payment, Edge Impulse shall be entitled to reimbursement for costs associated with the collection of any past-due balance, including reasonable attorneys’ fees.

4.4.    Taxes. All prices and Fees stated by Edge Impulse are exclusive of any taxes, fees, and duties or other amounts, however designated (including sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority), other than any taxes imposed on or measured by Edge Impulse’s net income (however denominated). If any Applicable Law requires the deduction or withholding of any tax from any payment by Customer to Edge Impulse related to the delivery of the Documentation, the Services, or any support services purchased or licensed pursuant to this Agreement, or access to and use of the Site, then Customer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law. Customer agrees not to withhold any taxes, or to withhold at a reduced rate, to the extent that Edge Impulse is entitled to an exemption from, or reduction in the rate of, as appropriate, withholding under any Applicable Law, which shall be construed to include any applicable income tax treaty. Notwithstanding anything to the contrary in the foregoing, Customer shall bear any and all value-added taxes, goods and services taxes and similar charges payable by Customer. As soon as practicable after the payment of any taxes by Customer to a Governmental Authority pursuant to this Section 4.4 (Taxes), Customer shall deliver to Edge Impulse the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment, any and all exemption certificates accepted by such Governmental Authority, or other evidence of such payment reasonably satisfactory to Edge Impulse. If Customer receives a refund of any taxes deducted or withheld from any payment by Customer to Edge Impulse pursuant to this Section 4.4 (Taxes), Customer shall pay to Edge Impulse an amount equal to such refund.

5. Mutual Warranty; WARRANTY DISCLAIMERS

5.1.     Mutual Warranty. Each Party represents and warrants that: (i) it has the power and authority to enter into this Agreement; (ii) each Order is signed by a duly authorized representative of such Party; and (iii) it has the power and authority to perform its obligations under this Agreement.  

5.2.     WARRANTY DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 (MUTUAL WARRANTY), NEITHER EDGE IMPULSE NOR ITS CHANNEL PARTNER(S) NOR SUPPLIERS MAKE ANY GUARANTEES, WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY EDGE IMPULSE OFFERING (INCLUDING THE SITE AND THE SERVICES), OR ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA, CONTENT, OUTPUT OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, OR ANY THIRD PARTY DATA, CONTENT, PRODUCTS OR SERVICES (INCLUDING THIRD PARTY TOOLS, THIRD PARTY OUTPUT, THIRD PARTY OPEN SOURCE MODELS AND PUBLIC PROJECTS) OR THE RESULTS TO BE OBTAINED BY USING ANY OF THE FOREGOING.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EDGE IMPULSE HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES WITH RESPECT TO ANY EDGE IMPULSE OFFERINGS (INCLUDING THE SITE AND THE SERVICES), OR ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA, CONTENT, OUTPUT OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, OR ANY THIRD PARTY DATA, CONTENT, PRODUCTS OR SERVICES (INCLUDING THIRD PARTY TOOLS, THIRD PARTY OUTPUT, THIRD PARTY OPEN SOURCE MODELS AND PUBLIC PROJECTS) OR THE RESULTS TO BE OBTAINED BY USING ANY OF THE FOREGOING, OR WITH RESPECT TO ANY RESTRICTED DATA OR ANY THIRD PARTY CONFIDENTIAL INFORMATION THAT YOU UPLOAD TO OR IN CONNECTION WITH THE EDGE IMPULSE OFFERINGS OR THAT YOU OTHERWISE PROVIDE TO EDGE IMPULSE, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SUITABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

EDGE IMPULSE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT ANY EDGE IMPULSE OFFERINGS (INCLUDING THE SITE AND THE SERVICES), OR ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA, CONTENT, OUTPUT OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, OR ANY THIRD PARTY DATA, CONTENT, PRODUCTS OR SERVICES (INCLUDING THIRD PARTY TOOLS, THIRD PARTY OUTPUT, THIRD PARTY OPEN SOURCE MODELS AND PUBLIC PROJECTS) WILL BE SECURE, OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE, THAT ERRORS WILL BE CORRECTED, OR THAT ANY OF THE FOREGOING OR THE RESULTS TO BE OBTAINED BY USING ANY OF THE FOREGOING WILL SUCCEED IN RESOLVING ANY PARTICULAR PROBLEM.  EDGE IMPULSE DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT ANY EDGE IMPULSE OFFERINGS (INCLUDING THE SITE AND THE SERVICES), OR ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA, CONTENT, OUTPUT OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, OR ANY THIRD PARTY DATA, CONTENT, PRODUCTS OR SERVICES (INCLUDING THIRD PARTY TOOLS, THIRD PARTY OUTPUT, THIRD PARTY OPEN SOURCE MODELS AND PUBLIC PROJECTS) OR THE RESULTS TO BE OBTAINED BY USING ANY OF THE FOREGOING OR EDGE IMPULSE’S SERVERS OR SYSTEMS, OR APPLICATIONS, ARE FREE OF VIRUSES, MALICIOUS CODE, MALWARE, OR OTHER HARMFUL COMPONENTS. You acknowledge that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, Edge Impulse cannot guarantee the absolute security of any information. EDGE IMPULSE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR CUSTOMER DATA.

6. Data Protection

You agree to abide by Applicable Law in connection with accessing and using the Edge Impulse Offerings, including all applicable Data Protection Laws. You represent and warrant that you have provided and will provide all notices and have obtained and will obtain all consents and/or authorization necessary under all applicable Data Protection Laws for Edge Impulse to process any Personal Data as contemplated by the terms of this Agreement. To the extent that Edge Impulse processes Personal Data in Edge Impulse’s capacity as a processor (or analogous term under Data Protection Laws), the Parties will be additionally bound by, and comply with their respective obligations under, the Data Processing Agreement, including the Service Details appendix available at https://www.qualcomm.com/site/privacy/data-processing-agreement/service-details/edgeimpulse.

7. Term; Termination; Modification

7.1.     These Terms commence on the Effective Date and, unless terminated earlier, will continue until the earlier of the expiration of the last applicable Subscription (if applicable) or until terminated as permitted in these Terms (the “Term”).

7.2.     Renewals; Cancellation.

1. Paid Services. The Paid Services will automatically renew for successive terms equal in duration to the previous Subscription Term, unless either Party gives notice to the other Party of non-renewal at least sixty (60) calendar days prior to the expiration of the then-current Subscription Term. Edge Impulse may automatically charge your existing payment the applicable Fees in accordance with Section 4 (Fees and Payment).
2. Cancellation. You may request to cancel your Subscription to the Paid Services or downgrade or upgrade to a different Paid Services plan, directly from your Account settings within the Edge Impulse SaaS platform. For Paid Services, any such cancellation or downgrade requests will be effective at the end of the then-current Subscription Term.

7.3.     Termination; Suspension. Unless otherwise provided for in these Terms or in a separate written agreement between Edge Impulse and you, and in addition to Edge Impulse’s other rights, Edge Impulse may, but is not obligated to, cancel and/or delete your Account and the Output and Customer Data stored by Edge Impulse in connection with your Account or suspend the Services and/or terminate your rights to use any or all portions of the Edge Impulse Offerings, (a) if you provide false, inaccurate or incomplete information to us, (b) if you are otherwise in breach of any of your obligations or restrictions under this Agreement, (c) if your Account is associated with a competitor of Edge Impulse, (d) if you have not paid Fees owed to Edge Impulse, or (e) at any time and for any reason in our sole discretion, without liability to you. Edge Impulse further reserves the right to discontinue or suspend any aspect of or access to the Edge Impulse Offerings at any time.  Any licenses granted by Edge Impulse pursuant to these Terms terminate if you do not comply with these Terms.

7.4.     Effect of Termination. Upon termination of this Agreement (i) all rights granted to you with respect to the Edge Impulse Offerings will terminate as of the effective date of termination, (ii) Edge Impulse will have no obligation to provide Edge Impulse Offerings to you or your Professional and Community Plans Users after the effective date of the termination, (iii) you shall pay to Edge Impulse any Fees payable for your and your Professional and Community Plans Users’ use of the Edge Impulse Offerings through the effective date of termination, together with all other amounts in accordance with any applicable Order(s) and this Agreement, and (iv) you shall immediately cease use of the Edge Impulse Offerings. Despite the foregoing, upon any termination or expiration of this Agreement, the terms of this Agreement will continue to apply to any Order with a term that extends beyond the date of expiration or termination of this Agreement. Except as expressly granted herein, you will not be entitled to any refund on any portion of any Fees or other charges paid in connection with this Agreement. Any termination of this Agreement pursuant to Section 7 (Term; Termination; Modification) shall be without prejudice to any other rights or remedies a Party may be entitled under this Agreement or under Applicable Law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

7.5.     Survival. Sections 2 (Agreement to Terms; Delivery; Conflicting Terms), 3.1 (Edge Impulse Ownership of Intellectual Property), 3.3 (Restrictions), 3.4 (No Circumvention of Security; Account Security; Compliance), 3.5 (Responsible use of Artificial Intelligence Technology License (“RAIL”), 3.6 (You are Responsible for Your Professional and Community Plans Users and their Accounts), 3.7 (Prohibition on Sharing), 3.8 (You Own Your Intellectual Property, Customer Data, and Output), 3.9 (License Grant by You to Edge Impulse), 3.10 (Customer Data), 3.11 (Feedback; Forums), 3.12 (Links to Third Party Websites; Third Party Tools), 3.13 (Third Party Open Source Models), 3.14 (Public Projects), 4 (Fees and Payment), 5 (Mutual Warranty; WARRANTY DISCLAIMERS), 6 (Data Protection), 7.4 (Effect of Termination), 7.5 (Survival) and 8 (Import and Export Regulations) through 14 (Arbitration, Class-Action Waiver and Jury Waiver), all associated definitions, and all accrued rights to payment, and any other provisions that by their nature are intended to survive the termination or expiration of this Agreement, shall survive any termination or expiration of this Agreement.  

8. Import and Export Regulations

You (and your Affiliates as permitted under these Terms) acknowledge(s) that the Edge Impulse Offerings may be subject to U.S. export control and economic sanctions laws, orders, and regulations, including the Export Administration Regulations (“EAR”), 15 CFR Parts 730-774, and the Foreign Assets Control Regulations, 31 CFR Parts 500-599, as well as similar laws and regulations of other applicable jurisdictions (collectively “Export and Sanctions Laws”). In connection with the performance of your/their obligations under this Agreement, you and your Affiliates (as applicable): (a) will comply with all Export and Sanctions Laws, including by obtaining any required U.S. or other country licenses, authorizations, or approvals; and (b) will not engage in any activity that would reasonably be expected to cause Edge Impulse or its Affiliates to violate any Export and Sanctions Laws. You agree that neither you, nor your Affiliates (as applicable), will directly or indirectly export, re-export, transfer or release (collectively, "Export") any Edge Impulse Offerings (whether or not incorporated into another item), or any direct product thereof, to any country or territory, its government, any entity located in or organized under the laws of such country or territory, or any individual located or resident in such country or territory, if, at the time of Export, the U.S. government maintains comprehensive economic sanctions or an embargo with respect to such country or territory (“Embargoed Country”), without prior government authorization. The U.S. government currently maintains comprehensive economic sanctions or an embargo against Cuba, Iran, North Korea, Syria, and the Crimea and so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine. The U.S. government also has imposed extensive export control and economic sanctions on, inter alia, Belarus, the Russian Federation, and Venezuela. The list of impacted countries may be amended over time. You agree not to directly or indirectly employ any Edge Impulse Offerings in, or Export any Edge Impulse Offerings for, end uses or for end users that would violate the controls in Part 744 of the EAR, without prior U.S. government authorization, including those related to prohibited missile or unmanned aerial vehicle ("UAV") technology; prohibited nuclear, chemical, or biological weapons activities; prohibited supercomputer and semiconductor manufacturing end uses; or for any prohibited military end use or end user.  If you are a person or entity located in Belarus, Cambodia, the People's Republic of China, Nicaragua, the Russian Federation, Venezuela, or Myanmar, you certify that you are not a "military end-user" as that term is defined in section 744.21 of the EAR. You acknowledge that the foregoing certifications are conditions to your access to the Edge Impulse Offerings. You warrant that neither you, nor your Affiliates (as applicable), are: (i) listed on a prohibited or restricted party list published by the U.S. government, including the U.S. Department of Treasury’s “List of Specially Designated Nationals and Blocked Persons” and “Consolidated Sanctions List”, and the U.S. Department of Commerce’s Entity List, Unverified List, and Denied Persons List, or any similar list maintained by the United Kingdom, the European Union or its Member States, or other applicable local authority; (ii) located, organized or resident in an Embargoed Country; (iii) owned (50% or more in the aggregate) or controlled, directly or indirectly, by a person or entity described in clauses (i) or (ii); or (iv) otherwise the target of U.S. sanctions (collectively, “Restricted Parties”). You shall not Export any Edge Impulse Offerings to any Restricted Parties without prior government authorization, to the extent required by regulation. If Edge Impulse or any Edge Impulse Affiliate is required under applicable trade laws to obtain any export license or other government authorization to license, sell and/or otherwise supply the Edge Impulse Offerings to you, you agree to provide in a timely manner all necessary documentation to Edge Impulse, to support Edge Impulse’s application for that export license or other government authorization, as Edge Impulse shall request. That documentation may include an end use statement, an import license, or any other required information. Edge Impulse and its Affiliates reserve the right to suspend the performance of its obligations under this Agreement until any required export license or other government authorization is granted by the competent Governmental Authority, without incurring any liability to you. Edge Impulse and its Affiliates shall have no further obligation whatsoever under this Agreement in the event that the competent Governmental Authority fails or declines to issue any such required export license or other authorization. You agree to comply with all the terms, conditions, and restrictions of any required export license, as notified by Edge Impulse. You agree that you bear sole responsibility for any violation of Export and Sanctions Laws in connection with your activities under this Agreement, and further agrees to protect, indemnify and hold harmless Edge Impulse and its Affiliates from any claim, damages, liability costs, fees and expenses incurred by Edge Impulse and its Affiliates as a result of your violation of such laws. In the event that any of the foregoing you certifications is, or hereafter becomes, incorrect, or you breach any of your covenants under this Section 8 (Import and Export Regulations), all licenses to the Edge Impulse Offerings accessed by you hereunder shall automatically be terminated, and any further use of the Edge Impulse Offerings by you will constitute a breach of this Agreement and an infringement of the relevant Intellectual Property Rights of Edge Impulse, your Affiliates, and their respective licensors, if any.  

9. Indemnity

You shall (i) defend or settle, any claim, suit, dispute, controversy, action, proceeding or demand (“Claim”) made or brought against Edge Impulse or its Affiliates, officers, directors, employees and agents by a third party and (ii) indemnify and hold harmless Edge Impulse and the other persons noted above from and against any damages, losses, liabilities, costs or expenses (including court costs and reasonable attorneys’ fees) (collectively, “Damages”) arising out of or relating to (a) your breach of this Agreement, (b) the access to the Edge Impulse Offerings by persons to whom you have provided your online ID and/or online password, (c) any Customer Public Project or the use thereof by any person, and (d) any third party provided Public Project that is accessed, cloned, or used by you where the Claim arises out of or is related to your use of the Public Project. Edge Impulse has no obligation to defend, indemnify or hold harmless you or any other person or entity.  With regard to any such Claim for which indemnity may be sought hereunder, Edge Impulse and you agree that Edge Impulse shall, at its sole and absolute discretion, either (i) elect to control the defense of any such Claim or (ii) direct you to control such defense, in which case you shall retain counsel reasonably satisfactory to Edge Impulse. Edge Impulse shall notify you of its election within thirty (30) calendar days of the applicable indemnification notice.  In the case where Edge Impulse elects to control the defense of any such Claim, you shall pay, as incurred, the court costs, attorneys’ fees, and other Damages associated with such Claim.  In the case where Edge Impulse directs you to control the defense of any such Claim, then (y) Edge Impulse may, at its option and its own cost, participate and appear with you in the defense, settlement and compromise of any such Claim; and (z) you shall not settle or compromise any Claim without the prior written consent of Edge Impulse.

10. Limitation of Liability

10.1.     Indirect Damages Are Limited. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EDGE IMPULSE OR EDGE IMPULSE’S CHANNEL PARTNER(S) OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS OR PROFITS, OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES OR PRODUCTS, ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE EDGE IMPULSE OFFERINGS, THE SITE OR ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA, CONTENT, OUTPUT OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, OR ANY THIRD PARTY DATA, CONTENT, PRODUCTS OR SERVICES (INCLUDING THIRD PARTY TOOLS, THIRD PARTY OUTPUT, THIRD PARTY OPEN SOURCE MODELS AND PUBLIC PROJECTS) OR THE RESULTS TO BE OBTAINED BY USING ANY OF THE FOREGOING, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF EDGE IMPULSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2.     Maximum Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EDGE IMPULSE’S AND ITS CHANNEL PARTNER(S)’ AND SUPPLIERS’ TOTAL AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED: (I) THE AMOUNTS ACTUALLY PAID BY YOU TO EDGE IMPULSE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, LESS IN ALL CIRCUMSTANCES AMOUNTS PREVIOUSLY PAID BY EDGE IMPULSE IN SATISFACTION OF ANY LIABILITY UNDER THIS AGREEMENT, IF YOU ARE A PAID SERVICES USER; OR (II) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD), IF YOU ARE A FREE SERVICES USER.

THE LIMITATIONS IN THIS SECTION 10 (LIMITATION OF LIABILITY) SHALL APPLY REGARDLESS OF THE NATURE OF THEORY OF LIABILITY OR THE CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, WARRANTY, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY.

Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for certain types of damages, which means that some of the above limitations in this Section 10 (Limitation of Liability) and in Section 5 (Mutual Warranty; WARRANTY DISCLAIMERS) may not apply to you. IN THOSE STATES AND JURISDICTIONS THAT DO NOT ALLOW THE LIMITATION OF LIABILITY, EDGE IMPULSE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

11. Confidentiality

11.1.      Permitted Use of Confidential Information. You may use the Confidential Information solely to exercise your rights and to perform your obligations under these Terms (the “Purpose”).  You shall hold the Confidential Information in confidence using the same degree of care you normally exercise to protect your own confidential information of a similar nature, but in no event less than reasonable care, and you shall not disclose the Confidential Information to any third party, except as expressly provided herein.  You may disclose the Confidential Information only to those of your employees, contractors, and other agents (collectively “Representatives”) who require knowledge of the Confidential Information to accomplish the Purpose and who have been advised by you of your obligations under these Terms and who have agreed in writing or are under a professional duty to maintain the confidentiality of the Confidential Information. You are liable for each Representative’s compliance with these Terms.  You shall give immediate notice to Edge Impulse of any unauthorized use or disclosure of the Confidential Information and assist Edge Impulse in remedying any such unauthorized use or disclosure.

11.2.     Exceptions. Confidential Information will not include any information which: (a) is already lawfully in your possession without any obligation of confidentiality; (b) is or becomes generally available to the public through no fault or omission by you; or (c) is independently developed by you without use of any Confidential Information.

11.3.     Required Disclosures. If any Confidential Information is required to be disclosed by you as a matter of Applicable Law, you will use all reasonable efforts to provide Edge Impulse with prior notice of such disclosure and to obtain a protective order therefor.

11.4.     Return or Destruction.  You shall promptly return or destroy (at Edge Impulse’s option) all copies and excerpts of the Confidential Information to Edge Impulse when no longer needed or when requested to do so by Edge Impulse, except for copies of documents in electronic formats that are made as a consequence of automatic backup processes and procedures; provided, however, that such copies are destroyed upon the normal expiration of such automatic backup processes.

11.5.     Injunctive Relief. You agree that Edge Impulse’s remedies at law for a breach by you of your obligations hereunder may be inadequate and that Edge Impulse shall be entitled to seek equitable relief without the requirement of posting a bond.

12. General Terms

12.1.     Waiver. The waiver by either Party of a breach or default of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions. Edge Impulse’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights.

12.2.     Notices. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the Party to whom the notice is directed.

12.3.     Invalidity and Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

12.4.     Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without Edge Impulse’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be void and of no effect. Edge Impulse may freely assign or transfer this Agreement and the rights hereunder and thereunder without restriction, including in connection with a merger, reorganization, sale of the business, sale of assets, or similar transaction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.

12.5.     Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to this Agreement shall be in San Diego County, California, USA and subject to Section 14 (Arbitration, Class-Action Waiver and Jury Waiver), the Parties hereby consent to exclusive jurisdiction and venue in such courts.  The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.

Notwithstanding the foregoing, if you are domiciled in China, this Agreement will be governed by and construed and enforced in accordance with the substantive laws of the State of Delaware without regard to any conflict of laws principles.  Any Claim arising from or relating to this Agreement or the breach or validity hereof will be finally settled by a confidential arbitration proceeding conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”).  The place of arbitration will be Singapore.  The language of the arbitration will be English.  Except as may be required by Applicable Law, neither Party may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.  The arbitrator’s award will be final and binding on the Parties.  The Parties agree that judgment may be entered upon such an award in any court of competent jurisdiction.

You, on behalf of yourself and your Affiliates, acknowledge and agree that (a) no Affiliate is a third party beneficiary of this Agreement, (b) no Affiliate shall have any standing to initiate any Claim under this Agreement, and (c) any and all Claims against Edge Impulse which may arise under this Agreement shall be brought solely and exclusively by you.

12.6.     Attorneys’ Fees. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing Party may be entitled.

12.7.      Independent Contractors. The Parties agree that each is an independent contractor and neither Party has the right or authority to assume or create any obligation or responsibility on behalf of the other Party.

12.8.     Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument.

12.9.     Changes to the Edge Impulse Offerings.  Notwithstanding anything in this Agreement, Edge Impulse may change, replace, improve, add to, remove or delete from, update, or otherwise modify any portion of the Edge Impulse Offerings from time to time.

12.10.     Publicity.

Unless expressly approved by Edge Impulse in advance in writing, (a) you shall not publicize the existence of the business relationship established by this Agreement for any purpose, including in connection with any other products, services, promotions, or publications, and (b) nothing in this Agreement gives you any right, title or interest in Edge Impulse logos, trademarks, service marks, graphics or trade names.

Edge Impulse and its Affiliates have the right to reference and use your name and trademarks and disclose the nature of the Services provided under this Agreement in each case in Edge Impulse’s and its Affiliates’ business development and marketing efforts, including on Edge Impulse’s and its Affiliates’, websites.  

You agree to (i) participate with Edge Impulse in a case study, and grant to Edge Impulse the right to reproduce, publish, publicly display, and distribute (in written, electronic or any other media or form) the results of such case study, (ii) reasonably cooperate with Edge Impulse to serve as a reference account upon request to prospective customers, collaborators, analysts or representatives of the press, (iii) collaborate with Edge Impulse on mutual success and user adoption activities, such as user training and product improvement activities, and (iv) collaborate with Edge Impulse on conducting quarterly business reviews at the senior executive level to review your success criteria and corresponding results with regards to your use of the Edge Impulse Offerings.

13. DISCLAIMER

THIS AGREEMENT, INCLUDING ALL APPLICABLE ORDERS, ADDENDUMS, ATTACHMENTS, SCHEDULES, AND EXHIBITS, AND ANY AND ALL AMENDMENTS TO ANY OF THE FOREGOING, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, ALL TERMS AND CONDITIONS INCLUDED AS PART OF PURCHASE ORDER OR SIMILAR DOCUMENT ISSUED BY YOU, THE DOCUMENTATION, AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF. THE PARTIES AGREE THAT ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED ON, REFERENCED BY OR INCORPORATED INTO ANY PURCHASE ORDER OR SIMILAR DOCUMENT ISSUED BY YOU OR ANY APPLICABLE ORDER ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.

14. Arbitration, Class-Action Waiver and Jury Waiver

Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision.  You have the right to opt-out of this provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND EDGE IMPULSE AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION. Except with respect to Customers domiciled in China (in which case the second paragraph of Section 12.5 (Governing Law; Venue) would govern, you and Edge Impulse agree that, in accordance with Sections 14.2 through 14.8 below, all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to this Agreement or the use of the Site, the Services, or any other Edge Impulse Offerings (a “Dispute”) will be resolved by binding arbitration on an individual basis, except that you and Edge Impulse are not required to arbitrate any Dispute in which either Party seeks equitable relief for the alleged unlawful use of any intellectual property.

14.1    Exclusions from Arbitration/Right to Opt Out - Notwithstanding the above and except with respect to Customers domiciled in China (in which case the second paragraph of Section 12.5 (Governing Law; Venue) would govern, you or Edge Impulse may choose to pursue a claim or Dispute in court and not by arbitration if: (a) the claim or Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN THIRTY (30) CALENDAR DAYS FROM THE DATE THAT YOU FIRST AGREE TO THESE TERMS (the “Opt-Out Deadline”).  You may opt out of this mandatory Arbitration, Class-Action Waiver and Jury Waiver provision by mailing written notification to Edge Impulse, 5775 Morehouse Drive, San Diego, California, 92121, U.S.A., Attn: Secretary (the “Notice Address”).  Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve Disputes with Edge Impulse through arbitration.  Your decision to opt-out of this Arbitration, Class-Action Waiver and Jury Waiver provision will have no adverse effect on your relationship with Edge Impulse.  Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your claim or Dispute in arbitration or small claims court.

14.2    Pre-Arbitration Dispute Resolution - Whenever a Dispute arises between you and Edge Impulse, you and Edge Impulse agree to first send a written notice to the other (a “Demand”). You must send the Demand to Edge Impulse via certified mail to the Notice Address. Edge Impulse must send the Demand to you via certified mail to the most recent address Edge Impulse has on file for you (or by email if Edge Impulse only has an email address for you on file). A Demand: (1) shall seek to resolve the Dispute only on an individual basis; (2) shall state the full basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (4) shall be personally signed by the individual claimant or for Edge Impulse by its authorized representative (and not only their counsel). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and Edge Impulse will personally attend (with counsel, if represented). You and Edge Impulse agree that you and Edge Impulse will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the Parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

14.3.     Arbitration Procedures - Arbitration will be initiated through JAMS and will be governed by the JAMS Comprehensive Arbitration Rules, available here, and JAMS Mass Arbitration Procedures and Guidelines, available here, as applicable, as of the date of these Terms. You and Edge Impulse agree that the JAMS Mass Arbitration Procedures and Guidelines shall apply to if ten (10) or more similar demands for arbitration are filed against the same party or related parties represented by either the same law firm or law firms acting in coordination. If JAMS is not available to arbitrate, the Parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

14.4.     Location of Arbitration - You or Edge Impulse may initiate arbitration in either San Diego County, California or the United States federal judicial district in which you reside and will be conducted in the English language.

14.5.     Attorneys’ Fees and Costs - To the extent not in conflict with the JAMS Comprehensive Arbitration Rules, each Party will be responsible for its own fees and costs of the arbitration.

14.6.     Arbitration Award - The arbitrator may award on an individual basis any relief that would be available pursuant to Applicable Law and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding, provided that in no event will the arbitrator have the authority to award punitive damages.  The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a Party.  Such award will be final and binding on the Parties, except for any right of appeal provided by the Federal Arbitration Act, and may be entered in any court having jurisdiction over the Parties for purposes of enforcement.  If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing Party, as determined by the arbitrator's award, will be entitled to recover reasonable attorneys' fees and other costs and expenses incurred in such arbitration or proceeding from the other Party, in addition to any other relief to which such prevailing Party is entitled.

14.7.     JURY TRIAL WAIVER - YOU AND EDGE IMPULSE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Edge Impulse are instead electing to have claims and disputes resolved by arbitration. In any litigation between you and Edge Impulse over whether to vacate or enforce an arbitration award, YOU AND EDGE IMPULSE WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.  THE TERMS IN THIS PARAGRAPH WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14.8.     CLASS ACTION WAIVER - ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR REPRESENTATIVE BASIS. Despite any other provision of these Terms, the Arbitration Agreement or the JAMS Rules, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or representative actions is deemed invalid or unenforceable, neither you nor Edge Impulse is entitled to arbitration.

15. Contact Information

If you have any questions about these Terms or the Edge Impulse Offerings, please contact Edge Impulse at legal@edgeimpulse.com.

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