Terms of Service

Effective date: February 23, 2023

Welcome! By accessing and using EdgeXR Edge-Cloud Service and related APIs accessed through the EdgeXR console (“Edge Services”), you agree to the terms and conditions provided in this Terms of Service including all applicable Addendums for specific service offerings (“TOS”) and the policies and guidelines provided herein. This TOS constitutes an agreement between EdgeXR. Inc.. (“EdgeXR”, “we”, “us”, or “our”) and you, as an individual, or the entity you represent as part of your administrative account (“You”). You represent that you are legally able to enter into agreements, that you are of legal age to do so, and if you are accepting this TOS on behalf of an entity, such as your company, you have all rights and authority to legally bind such entity. You further represent that you are not a person barred from receiving the Edge Services under the laws of the Netherlands (including export controls) or other applicable jurisdiction (including the country in which you are resident or from which you use the Edge Services). You further affirm that you are over the age of 13, as the Edge Services are not intended for children under the age of 13. EdgeXR reserves the right to modify the TOS from time to time without prior notice.

1. Edge Services

Edge Services means the EdgeXR services and products provided by EdgeXR to you under this TOS. Edge Services do not include Third Party Software and Services, which is defined below.

2. You must maintain the confidentiality of your EdgeXR account information

You are responsible for maintaining the confidentiality of your account username and password, and you acknowledge and agree that you, and not EdgeXR, are responsible for all activities that occur under your account. You agree to immediately notify EdgeXR of any unauthorized use of your EdgeXR account, username or password.

3. You are responsible for your use of the Edge Services

A. General. You, and not EdgeXR, are responsible for: (a) your application including all information, data, text, software, music, sound, photographs, graphics, video, messages, files, attachments, or other materials, including images of your customer’s application (“Customer Data”) that is created, transmitted, stored, or displayed by, from, or within organizations associated with your account including content of your end user;(b) the technical operation of the Customer Data including maintaining compatibility with EdgeXR’s APIs for the Edge Service; (c) the conduct of all users of your account and for any consequences of such conduct; (d) the monitoring of any Customer Data you provide to EdgeXR in connection with your use of the Edge Services; (e) the procurement of, and compliance with, any third party software licenses for software that you run within the Edge Service. While EdgeXR reserves the right to monitor your Customer Data, we are under no obligation to do so.
B. Security. You are responsible for using reasonable security precautions to maintain appropriate security and protection of all of your Customer Data. To prevent unauthorized access, you should, for example, consider encryption technology.
C. Customer Data Preservation. You are responsible for the preservation of all of your Customer Data. You, and not EdgeXR, are responsible for backing-up Customer Data and any other content that you use with the Edge Services. Best practices include routine archiving of Customer Data. EdgeXR is not obligated to retain any Customer Data after the termination of your access to the Edge Services for any reason. EdgeXR may transfer Customer Data within a major geographic region (for example, within the EU) for data redundancy or other purposes. As You control the placement of Your workloads, EdgeXR will not transfer your Customer Data outside the major geographic region you specify (for example, from the EU to Asia or the United States).
D. Your End User’s Use. You are responsible for your end user customers’ use of the Edge Services and ensuring that such use is in compliance with the terms and conditions of the TOS and with applicable law. If you discover that an end user is in violation of this TOS or any applicable law, you will terminate such end user’s access to the Edge Services immediately. If you process the personal data of End Users or other identifiable individuals in your use of a Service, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.
E. API requests. There is no default API rate limit imposed upon you in using the service, however the system reserves the right to throttle requests if necessary to protect the service.
There are three classes of API requests. Class I only has the HTTP DELETE method. Class II is the GET, HEAD, OPTION methods. Class III is the PUT, PUSH and LIST methods and Class IV Streaming API over GRPC. EdgeXR reserves the right to differentially charge for these classes and to reclassify HTTP methods.
F. Location of Data. You are solely responsible to designate, control and protect where you choose to locate your EdgeXR Edge-Cloud cloudlet, the resulting application and end-user data. Your account and administrative information relating to accessing the cloudlets world-wide are stored by EdgeXR in the EU and by using the Edge Services, you agree to having any personal information relating to the account be stored in the EU.

4. Your use of the Edge Services must be lawful and is subject to certain restrictions

You shall use the Edge Services only for purposes that are legal, proper and in accordance with the TOS and the Acceptable Use Policy (“AUP”). Furthermore, you agree that you will not engage in any activity that interferes with or disrupts the Edge Services, servers or networks connected to the Edge Services.

You shall not: (i) access and/or use the Edge Services if you are a direct competitor of EdgeXR, for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes; (ii) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon the Edge Services on a stand-alone basis (for the avoidance of doubt, this subsection shall not be deemed to preclude you from offering services that use and rely upon the Edge Services where your other products or services add substantial value as compared to the Edge Services alone); (iii) interfere with or disrupt the integrity or performance of the Edge Services; (iv) attempt to gain unauthorized access to the Edge Services or any associated systems or networks; or (v) modify or make derivative works based upon the Edge Services or any part thereof, or directly or indirectly disassemble, decompile, or otherwise reverse engineer the Edge Services or any portion thereof.

5. Third Party Software and Services

In connection with your use of the Edge Services, solely as a convenience for you and solely at your election, EdgeXR may make available to you the use of certain third party software and/or services (“Third Party Software and Services”). EdgeXR is not liable or responsible for claims, damages, losses or any other complaints arising out of or related to your use of such Third Party Software and Services. Your use of any Third Party Software and Services are subject to the terms and conditions directly between you and the applicable third party vendor and at your own risk. You hereby acknowledge that no purchase or license of any Third Party Software and Services is required to use the Edge Services.

6. If you use the Edge Services improperly, EdgeXR may suspend or terminate your access to the Edge Services

We reserve the right to suspend or terminate your access to the Edge Services if we determine (in our sole discretion) that you are in violation of the TOS, the AUP, or any applicable laws.

For example, we may suspend or terminate your access to the Edge Services if your use of the Edge Services: (i) poses a security risk to the Edge Services or any third party, (ii) may be damaging to, or degrading of, EdgeXR’s network integrity, (iii) may subject us, our affiliates, or any third party to legal liability, or (iv) may be fraudulent.

7. Fees and Billing

For the use of the Edge Services, you shall pay us the applicable fees and charges in for the EdgeXR Edge-Cloud subscription in USD ($) by payment methods that we authorize. The term of each subscription shall be as specified in the applicable order form. The subscription expires at the end of the term and does not automatically renew. You may elect to renew your Edge-Cloud subscription for additional terms.
If you elect to purchase EdgeXR Support Services, Support Services fees will be charged yearly in advance for the complete month, regardless of the date of order (e.g. if you order Support Services on the 15th of the month the effective date will be the first of that same month.)
All payments must be made without setoffs, counterclaims, deductions or withholdings. EdgeXR shall not be responsible for any additional bank fees, interest charges, finance charges, over draft charges, or other fees resulting from charges billed by EdgeXR. Late payments hereunder will be subject to a monthly charge of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower.
IF YOU BELIEVE THAT YOUR CHARGES ARE INCORRECT, YOU MUST CONTACT EdgeXR IN WRITING WITHIN 30 DAYS FROM THE DATE OF THE APPLICABLE INVOICE (“DISPUTE PERIOD”) TO CONTEST SUCH CHARGES TO BE ELIGIBLE TO RECEIVE AN ADJUSTMENT OR CREDIT. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ALL CLAIMS RELATING TO ANY AND ALL CHARGES NOT DISPUTED BY YOU DURING THE DISPUTE PERIOD (THIS DOES NOT AFFECT YOUR CREDIT CARD ISSUER RIGHTS).
EdgeXR may assess taxes on the amounts payable by you to EdgeXR, including, without limitation, any tax, levy, or similar governmental charge assessed by any jurisdiction, whether based on gross revenue, the provision of services, the performance of these TOS, the delivery, possession or use of the Edge Services or any other products or services offered by EdgeXR pursuant to these TOS, or otherwise, including without limitation all sales, use, excise, import or export, value added, governmental permit fees, license fees, and customs (collectively, “Taxes”). For the avoidance of doubt, you shall have no liability for any taxes assessed on EdgeXR’s income by the Netherlands. Notwithstanding the foregoing, If EdgeXR does not assess Taxes on amounts payable by you to EdgeXR under these TOS and Taxes are assessed by any jurisdiction, Customer shall pay all such Taxes.
EdgeXR reserves the right to change its fees and charges for the Edge Services at any time. Any such changes will be effective when such changes are posted on the EdgeXR website, unless we indicate otherwise. Similarly, we may introduce pricing and charges for new products, features or services at any time by posting on the EdgeXR website.
Benchmarking: You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Services. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of the Services, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
Beta and Previews: We do occasionally make available features and functions that are not yet generally released, we may occasionally make these new features available to You on an as-is basis without warranty or support.

8. NO REFUNDS

All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.

9. If you are delinquent on your payment, EdgeXR may suspend or terminate your access to the Edge Services

We reserve the right to suspend or terminate your access to and use of the Edge Services if you are delinquent on your account.

10. Your cancellation of Edge Services

You may terminate your use of the Edge Services at any time by following the procedures below: As soon as you delete an instance or service, you will lose all Customer Data on that instance or service. As a reminder, you are responsible for backing up all Customer Data you use with the Edge Services. Termination of the Edge Services by you will not alter your obligations to pay all charges due to EdgeXR.

11. Support Services

EdgeXR Support Services offerings are described on EdgeXR’s website and/or with additional information and detail available in supporting documentation. Basic support is included with your Edge Service, which provides for support assistance if you are experiencing problems with your Edge Service (e.g. machine not provisioning, not responding, etc.) Additional levels of Support Service may be purchased from EdgeXR.
If you purchase EdgeXR Support Services you must do so for the entire set of cloudlets under your account. Customers who have multiple accounts can select the appropriate Support Service tier for individual accounts, but cannot mix and match Support Service tiers within an account.
Support Services are delivered under the terms and conditions of this TOS and the EdgeXR Support Services Policy.
From time to time, we apply upgrades, patches, bug fixes, or other maintenance to the Edge Services. We agree to use reasonable efforts to provide you with prior notice of any scheduled maintenance (except for emergency maintenance), and you agree to use reasonable efforts to comply with maintenance requirements that we may notify you about.

12. Service Level Agreement (“SLA”)

Your use of the Cloud Services is subject to the terms and conditions of our SLAs.

13. Modifications to and Discontinuation of Edge Services:

A. Edge Services. We may modify or discontinue the Edge Services including adding, removing or changing features or functionality of the Edge Services from time to time. We will make information available regarding any material change to or discontinuation of the Edge Services.
B. New Applications. We may make new applications, tools, features or functionality available from time to time through the Edge Services, the use of which may be contingent upon your agreement to additional terms.
C. APIs. We may modify or discontinue any APIs to the Edge Services from time to time.
D. TOS, SLA, AUP and Policies. We reserve the right to modify the terms and conditions of our TOS, SLA and Policies (including, but not limited to, our Security and Privacy Policy and Acceptable Use Policy) from time to time. We will make information available regarding any material changes.

14. Intellectual Property Rights

The Edge Services, including all Intellectual Property Rights therein and thereto, and any modification thereof, are and shall remain the exclusive property of EdgeXR and its licensors. You shall not take any action that jeopardizes EdgeXR’s or its licensors’ proprietary rights or acquires any right in the Edge Services or EdgeXR’s Confidential Information, except the limited rights expressly granted in this TOS. “Intellectual Property Rights” means any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (i) rights associated with works of authorship throughout the universe, including, but not limited to, all exclusive exploitation rights, copyrights, neighboring rights, moral rights and mask-works, (ii) trademark, trade dress, and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property and proprietary rights (of every kind and nature throughout the universe and however designated), whether arising by operation of law, contract, license or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the universe.
You hereby grant to EdgeXR a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Edge Services any suggestions, enhancement requests, recommendations or other feedback related to the Edge Service TOS provided by you to EdgeXR.

15. Indemnification

You agree to hold harmless and indemnify EdgeXR, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to Customer Data, your use of the Edge Services, or violation of these TOS, AUP or any other actions connected with your use of the Edge Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, settlements, litigation costs and reasonable attorneys’ fees, of every kind and nature. In such a case, EdgeXR will provide you with written notice of such claim, suit or action and reasonable assistance at your cost.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE EDGE SERVICES IS AT YOUR SOLE RISK. EDGE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY USE OF THE EDGE SERVICES IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM USING THE EDGE SERVICES. EdgeXR MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTE, AS TO THE EDGE SERVICES OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. EDGEXR DOES NOT WARRANT THAT THE OPERATION OF THE EDGE SERVICES WILL BE COMPLETELY SECURE, ERROR FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ASSUME ALL RISK OF DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE EDGE SERVICES RESULTING FROM USE OF THE INTERNET AND/OR TELECOMMUNICATIONS TO ACCESS THE EDGE SERVICES, AND EdgeXR SHALL HAVE NO LIABILITY FOR ANY SUCH DELAYS OR INTERRUPTION.

17. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL EdgeXR OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY RELATED TO THIS TOS OR THE EDGE SERVICES. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA OR SOFTWARE OR WORK STOPPAGE, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF EdgeXR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS TOS. EdgeXR’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS TOS OR THE EDGE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT YOU PAID TO EdgeXR DIRECTLY ATTRIBUTABLE TO THE EdgeXR EDGE SERVICE PROVIDED UNDER THIS TOS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY UNDER THIS TOS. EdgeXR SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY CUSTOMER DATA OR THIRD PARTY SOFTWARE. THE FOREGOING LIMITATION OF LIABILITY IS INDEPENDENT OF, AND SHALL NOT BE DEEMED TO MODIFY EdgeXR’S OBLIGATION UNDER ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS TOS.

18.Notices

19.1.Notices to You. Notices by EdgeXR may be given to you under this TOS by sending notices to your email address registered with your EdgeXR account. Notices will be effective upon posting or when sent, as applicable.
19.2. Notices to Us. Notices by you to EdgeXR must be given in either of the following manners by email to info@edgexr.net. Notices are effective 3 business days after being sent.

19. Entire Agreement

This TOS, AUP, SLA and including any policies or amendments that may be presented to you from time to time constitute the entire agreement between you and EdgeXR and shall govern your use of the Edge Services, including any prior (written or verbal) offers and statements.

20. Governing Law

The Terms of Service and the relationship between you and EdgeXR, solely relating to the delivery and use of the Edge Services, shall be governed by the laws of California, USA, without regard to its conflict of law provisions. You and EdgeXR agree to submit to the personal and exclusive jurisdiction of the courts located within California, USA.

21. Nature of Relationship

The Terms of Service do not create or imply any partnership, agency or joint venture between you and EdgeXR.

22. Feedback, Comments and Questions

We are always looking for ways to improve our services. If you have feedback, comments and/or questions regarding the Edge Services, please feel free to contact us at:

EdgeXR, Inc.

info@edgexr.net