Last modified: $26 of June 2024
The entirety of this Agreement is in the English language only, which language will be controlling in all respects. Any versions of this Agreement in any other language may be provided for accommodation and at Subscriber's sole expense. All communications and documentation for the Services to be furnished under this Agreement will be in the English language.
Each Party will at all times, both during the term of this Agreement and for a period of three (3) years after its termination, maintain in confidence all Confidential Information of the other Party and will not use such Confidential Information for any purpose, except as otherwise expressly permitted herein. Immediately upon receipt of a written request by the disclosing Party at any time, the receiving Party shall turn over to the disclosing Party all Confidential Information of the disclosing Party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof. One copy of Confidential Information may be reserved for legal record retention.
Each Party will limit the disclosure of such Confidential Information to those of its Representatives with a bona fide need to access such Confidential Information for a Party’s exercise of its rights and obligations under this Agreement; provided that all such Representatives are subject to binding use and disclosure restrictions at least as protective as those set forth herein. The receiving Party will notify the disclosing Party of any suspected breach of this Section. The receiving Party will be responsible for any or omissions of such Representatives that, if taken by the receiving Party, would constitute a breach of this Agreement.
The receiving Party agrees to (i) hold the disclosing Party’s Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the receiving Party employs with respect to its own confidential materials); (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person; (iii) not to make any use whatsoever at any time of such Confidential Information of the disclosing Party except as described herein; (iv) not to copy, reverse engineer, decompile, or disassemble any such Confidential Information or prototypes, software or other tangible objects which embody the disclosing Party’s Confidential Information; (v) not to remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the disclosing Party; (vi) not to export or reexport (within the meaning of U.S. or other export control laws or regulations) any such Confidential Information or product thereof; and (vii) immediately notify the other party of any suspected breach of confidentiality.
The receiving Party may make disclosures required by law or court order provided the receiving Party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the disclosing Party to participate in the proceeding.
Edgee may provide access to third-party tools on its site that may direct to third-party websites. Edgee is not responsible for examining or evaluating the content or accuracy of such third-party websites and does not warrant, and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. Such access to third party links or tools are “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Edgee is not liable and shall have no liability whatsoever for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites relating to your use of optional third-party tools.
In the case where any user authorized by Subscriber consents to a third party integration, Subscriber shall be deemed as agreeing to the passage of data to the third party integration partner for the purposes agreed upon between Subscriber and Edgee.
For hosted sites, Subscriber hereby represents and warrants to Edgee that information, content, interface, code, capability or other materials provided by Subscriber (“Content”) shall not include anything that Edgee may determine in its sole discretion to be or constitute: (a) unlawful, offensive, threatening, harmful, libelous, malicious, defamatory, pornographic, obscene, racist, infringing or otherwise objectionable; (b) not wholly-owned by or validly licensed to Subscriber; (c) fraud or a violation of a third party's privacy or intellectual property rights; (d) a breach of this Agreement; (e) interference or attempted interference with the proper working of the Services or Edgee infrastructure; (f) promotion or facilitation of gambling, illegal export, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or otherwise; (g) transmission of viruses, unauthorized data, malware, trojan horses, spyware, worms or other harmful or corrupted components; (h) impersonation, or collection of personally identifying or other information about other Edgee subscribers or their users use of information obtained from or through the Services, for the purpose of direct marketing, spamming, unsolicited contacting, phishing or pharming. Edgee reserves the right, but shall be under no obligation, to refuse, modify, or remove Content. Content must be published together with Subscriber’s name, address, telephone number, and email address to which questions, complaints or claims from users, Subscribers, or others should be directed. Subscriber hereby agrees to defend, indemnify, and hold harmless any claims or suits (including attorneys’ fees and expenses) against Edgee or its officers, directors, employees, vendors, agents or affiliates arising out of or resulting from Content or a breach of the other terms of this Agreement (including but not limited to any unauthorized or illegal use or distribution of the Services).
Edgee hereby agrees to defend, indemnify, and hold harmless Subscriber, its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (“Subscriber Indemnitees”) from and against any and all liabilities, losses, damages, or expenses (including attorneys’ fees) incurred by such Subscriber Indemnitee arising out of or relating to any claim, suit, action or proceeding by a third party alleging that Subscriber’s use of the Services in compliance with the terms of this Agreement infringes upon such third party’s intellectual property rights.
Anti- bribery. Subscriber will further comply with all applicable laws relating to anti-bribery and anti-corruption including, but not limited to, the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act, and will not directly or indirectly use any payment or other benefit derived from Edgee to offer, promise, or pay any money, gift, or any other thing of value to any person for the purpose of influencing official actions or decisions affecting the Agreement.
Edgee shall: (i) comply with all applicable laws relating to anti-bribery and anti-corruption including (but not limited to) the UK Bribery Act 2010 and all relevant US requirements (together the "Anti-Bribery Requirements"); (ii) maintain in place and enforce throughout the term of this Agreement its own policies and procedures, including, (but not limited to,) adequate procedures under the UK Bribery Act 2010, to ensure compliance with the Anti-Bribery Requirements.
Subscriber may not use the Services:
Additionally, Subscriber agrees not to:
Services for Edgee include hosting and accompanying edge computing environments over infrastructure for one or more projects. The Service does not include any commitment of any type in terms of maintenance, availability, customer support and any other guarantee of quality of service.
Reversibility
Subscriber has license and/or ownership of, and direct ability to access, at all times to the following (including without limitation):
Security
Edgee will maintain appropriate administrative, physical, and technical safeguards for protection of the security, availability, confidentiality and integrity of the Service and of the underlying infrastructure. Should Edgee become aware of a data breach affecting the Subscriber, it will notify the affected customer within 24 hours in case of a personal data breach and 72 hours in case of a project data breach.
Edgee will maintain appropriate administrative, physical, and technical safeguards for protection of the security, availability, confidentiality and integrity of the Service and of the underlying infrastructure. Should Edgee become aware of a data breach affecting the Subscriber, it will notify the affected customer within 24 hours in case of a personal data breach and 72 hours in case of a project data breach.
Without prejudice to the foregoing, security and backups are a shared responsibility between Edgee and Subscriber, as further described in the Documentation. Subscriber is solely responsible for the security of any Project they deploy on Edgee, both on development and production environments. Edgee will regularly schedule automated backups of Subscriber’s production environment. Subscriber is responsible to create backups for its own live environment before merging a different environment into it or each time Subscriber increases the storage space of its Service.
Edgee may notify Subscriber of security vulnerabilities relating to elements under Subscriber's control and responsibility scope (e.g. project configuration, components code and routes managed), but has no obligation to review or advise Subscriber of any security vulnerabilities. Any notified vulnerabilities must be patched by Subscriber as soon as possible. Not patching notified vulnerabilities may lead to immediate suspension of Subscriber’s Projects and Services, at Edgee’s sole discretion. For the avoidance of any doubt, Edgee will not be responsible for any such vulnerabilities, whether or not identified and notified by Edgee. Subscriber remains solely responsible for applying security patches and solely liable for the consequences resulting from their failure to apply the security patches needed.
Edgee may provide templates and code examples in the Documentation, public repositories, and support interactions. It will make reasonable efforts to make sure these examples respect secure coding standards but Subscriber understands and agrees that example code may not be ready for production settings, and it is Subscriber’s responsibility to make sure any application code they run, even when originally provided by Edgee is up-to-date and secure.