Service Terms and Agreement

When you use edgeffect, these are the service terms and agreement.

These edgeffect™ Service Terms and Agreement, including the Order, which is hereby incorporated by reference (collectively, this “Agreement”), is a binding agreement between Edge Effect Inc., a Virginia corporation (“edgeffect”), and the individual or entity identified in the Order (“Customer”).

BY CHECKING THE BOX THAT INDICATES ACCEPTANCE AND CHOOSING THE BUTTON THAT SUBMITS ACCEPTANCE, YOU ARE REPRESENTING THAT YOU ARE OVER THE AGE OF 18, HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND ARE CONSENTING ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER, AS APPLICABLE, TO BE BOUND BY THIS AGREEMENT.

In consideration of the mutual promises contained in this Agreement, edgeffect and Customer agree as follows:

  1. definitions.
    1. “Access Tools” means any application program interfaces (APIs), agents, plug-ins or software that edgeffect generally makes available to its customers to assist in using the edgeffect Service.
    2. “Authorized User” means Customer, if an individual, or if Customer is an entity, an employee of Customer who is authorized or otherwise designated or permitted by Customer to access and use the edgeffect Service pursuant to this Agreement.
    3. “AWS” means the Cloud Services made available by Amazon Web Services LLC (and/or its affiliates, successors and assigns) from time to time; see http://aws.amazon.com/ for offerings, agreements, terms and conditions.
    4. “Cloud Services” means cloud-based elastic computing, storage and other services provided by third parties. Customer acknowledges that the edgeffect Service draws on AWS and may draw on GitHub and other third-party Cloud Services.
    5. “Credentials” means the unique user identification name and password issued or otherwise assigned to each Authorized User for access to and use of the edgeffect Service through the Interface. Depending on the type of edgeffect Service purchased, as determined by edgeffect in its discretion, Credentials may be created and assigned by edgeffect, by Customer and/or by an Authorized User.
    6. “Customer Code” means all source code an Authorized User inputs into, or causes to be input into or accessed by, the edgeffect Service.
    7. “Customer Data” means electronic data that Customer and/or an Authorized User makes available pursuant to Section 2(c) for processing by the edgeffect Service.
    8. “Interface” means the web-based interface hosted by or on behalf of edgeffect by which Customer and Authorized Users may access the edgeffect Service.
    9. “IP Rights” means all rights of a person or business entity in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask works registrations, applications, moral rights, patents, trademarks, trade secrets, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other similar or equivalent proprietary rights anywhere in the world.
    10. “edgeffect Service” means the edgeffect platform-as-a-service solution identified during the ordering process and detailed in the Order. The edgeffect Service includes the features and functionality described at the Site at the time of the Order’s submission, as such features and functionality may change from time to time as provided in Section 10(c). The edgeffect Service also includes any Access Tools and content (for example, documentation) contained in or made available to Customer by edgeffect in the course of Customer’s use of the edgeffect Service.
    11. “Order” means an order for the edgeffect Service submitted by Customer that has been accepted by edgeffect. The term “Order” includes orders completed and submitted online through edgeffect’s website, through a written purchase order process approved by edgeffect or in connection with a written agreement between edgeffect and Customer.
    12. “Site” means the edgeffect website available at http://edgeffect.com and any successor URL.
    13. “Subscription” means the part of the Order identifying the specific edgeffect Service being ordered and may additionally include the Term, other services purchased (including any Support), applicable Fees, billing and payment information and other information.
    14. “Technology” means any and all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, libraries, user manuals, documentation, products or other technology and materials of any kind, or any enhancement or other change thereto, used by edgeffect in connection with the performance of the edgeffect Service or (if any) the Support, or made available by edgeffect to Customer, any Authorized User or any third party. Without limiting the foregoing, Technology includes the products, services and technology makes available through its website and any other edgeffect branded or co-branded websites (including sub-domains, widgets and mobile versions), as well as the edgeffect Service, inclusive of the Access Tools, and the Interface.
    15. “Term” means, as further described in Section 14(a), the duration of a Subscription.
    16. “Third-Party Materials” means Cloud Services, other web services, software, data, text, audio, video, images or other content or materials that are owned by a party other than edgeffect or Customer.
    17. “Unauthorized Use” means any use, reproduction, distribution, disposition, possession, disclosure or other activity, including without limitation any reselling involving any aspect of the edgeffect Service or Technology that is not expressly authorized under this Agreement or otherwise in writing by edgeffect.
  2. Edgeffect Service in General; Third-Party Materials Required.
    1. Once an Order is accepted by edgeffect, subject to the terms and conditions of this Agreement, Customer may access and use the edgeffect Service during the Term. Customer acknowledges that certain portions of the edgeffect Service may be provided or performed by third parties.
    2. Customer acknowledges that edgeffect relies on third-party vendors and hosting partners to provide various Third-Party Materials necessary to run the edgeffect Service. Customer’s access and use of AWS, GitHub and any other Third-Party Materials in connection with the edgeffect Service shall be subject to the applicable third parties’ terms and conditions of use and any other agreement(s) Customer has with those parties (collectively, “Third-Party Terms”). edgeffect has no obligation or liability with respect to Third-Party Materials under this Agreement. Without limiting the foregoing, any Third-Party Materials furnished by edgeffect are provided “as is” without any representations, warranties or indemnity by or from edgeffect.
    3. All Customer Data intended by Customer for processing by the edgeffect Service must be uploaded by Customer to an edgeffect created and maintained AWS data storage solution, in S3 buckets. The edgeffect Service DOES include a data storage service. The full cost and expense associated with registering, creating and maintaining this data storage shall be borne solely by Customer.
    4. edgeffect is responsible for properly configuring and using AWS and other Cloud Services and taking its own steps to maintain appropriate segregation, security, protection and backup of the Customer Data, including when Customer Data is in transit to and from applicable Cloud Services and while “at rest.” edgeffect disclaims any obligations with respect to the storage or transfer of Customer Data. Customer agrees, in accordance with the Third-Party Terms, to authorize edgeffect to access the data intended for processing and to enter credentials, decryption keys and/or other security information necessary to allow for such processing. Customer agrees, in accordance with the Third-Party Terms, to authorize edgeffect to access the data intended for processing and to enter credentials, decryption keys and/or other security information necessary to allow for such processing.
    5. By submitting its Order to edgeffect, Customer understands that edgeffect may send Customer communications or data regarding the edgeffect Service, including (i) notices about Customer’s use of the edgeffect Service, including any notices concerning violations of use, (ii) updates and (iii) promotional information and materials regarding edgeffect’s products and services by email. Except where email relates to notices pursuant to Section 21(b), or otherwise to a transaction or ongoing business relationship between the parties, edgeffect will give Customer the opportunity to opt-out of receiving email from edgeffect by following the opt-out instructions provided in the message.
    6. Customer acknowledges that prior to placing new orders, renewing any Subscription and/or further use of any edgeffect Service, and upon notice, edgeffect may require that Customer enter into an updated agreement to govern orders, renewals and/or usage from that date forward.
  3. Customer Code and Data.
    1. Subject only to the limited rights expressly granted in this Agreement, as between Customer and edgeffect, Customer shall retain all right, title and interest in and to the Customer Code and Customer Data (collectively, “Customer Content”), and all IP Rights therein. Nothing in this Agreement will confer on edgeffect any right of ownership or interest in the Customer Content or corresponding IP Rights; provided, however, that Customer consents to edgeffect’s use of Customer Content: (i) to provide the edgeffect Service to Customer in accordance with this Agreement; (ii) at Customer’s request in connection with Customer support matters; and (iii) as may be required by applicable law or governmental order. Customer is solely responsible, and edgeffect assumes no liability, for the Customer Content that Authorized Users or other third parties upload or otherwise make available.
    2. FURTHER, WHERE A SUBSCRIPTION IS FOR AN EDGEFFECT SERVICE OR A PROJECT DESIGNATED AS PUBLIC (OR SIMILARLY TITLED) PLAN, CUSTOMER ACKNOWLEDGES AND AGREES ON BEHALF OF ITSELF AND ITS AUTHORIZED USERS THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OTHERS (AS WELL AS EDGEFFECT, CUSTOMER AND AUTHORIZED USERS) MAY BE ABLE TO VIEW AND FORK CUSTOMER CODE.
    3. edgeffect reserves the right to permanently delete customer code from its repositories if in its sole discretion the repositories are determined to be likely abandoned. edgeffect may also limit the number of projects a customer may create and retain in edgeffect’s repositories.
    4. Customer Content shall not: (i) create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person; (ii) create a risk of any other loss or damage to any person or property; (iii) constitute or contribute to a crime or tort; (iv) contain any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contain any information or content that is illegal; (vi) contains any information or content that Customer and its Authorized Users do not have a right to make available under any law, government or industry association requirements (including those referenced in Section 10(e)), or contractual or fiduciary relationships; or (vii) contain any information or content that Customer knows is not correct and current. Customer represents that the Customer Content does not and will not violate third-party rights of any kind, including without limitation any IP Rights, rights of publicity and privacy. edgeffect is not responsible for any public display or misuse of Customer Content, except in the case of gross negligence or intentional misconduct by edgeffect or its employees.
  4. Support.
    1. Subject to the terms and conditions of this Agreement, edgeffect will provide the maintenance, support and/or training services (collectively, “Support”), if any, specified in the Subscription. edgeffect may delegate the performance of certain portions of the Support to third parties, provided edgeffect remains responsible to Customer for the delivery of the Support. In the event any Support is not performed with reasonable skill, care and diligence, edgeffect will re-perform the Support to the extent necessary to correct the defective performance, and Customer acknowledges that re-performance shall be Customer’s sole and exclusive remedy for any defective performance.
  5. Prohibited Actions; Suspension.
    1. Customer agrees, and agrees to cause Authorized Users, not to engage in any of the following prohibited actions: (a) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the edgeffect Service; (b) taking any action that imposes, or may impose at edgeffect’s discretion an unreasonable or disproportionately large load on ’s infrastructure; (c) uploading invalid data, viruses, worms, or other software agents through the edgeffect Service; (d) impersonating another person or otherwise misrepresenting Customer’s affiliation with a person or entity; (e) interfering with the proper working of the edgeffect Service; or (f) bypassing the measures that edgeffect may use to prevent or restrict access to the edgeffect Service. In the event Customer violates any of the terms set forth in this Section or Section 8(b), or fails to pay any amount under this Agreement when due, in addition to any other remedies available at law or in equity, edgeffect will have the right, in its discretion, to immediately suspend Customer’s and Authorized Users’ use and access to the edgeffect Service.
  6. Customer Rights and Licenses.
    1. Subject to the terms and conditions of this Agreement, edgeffect hereby grants to Customer, during the Term, a nonexclusive, nontransferable, limited right to enable Authorized Users to access and use the edgeffect Service through the Interface (and to access and use edgeffect’s technical and operations documentation and Access Tools in support thereof) solely for the Authorized Users’ internal use in the regular course of Customer’s operations. Any software is licensed, not sold.
  7. Access Tools.
    1. Customer acknowledges and agrees that: (a) the Access Tools may only be used on Customer’s systems behind its firewalls and (b) certain of the Access Tools include content or material that is subject to open source license terms that may expand or limit Customers’ rights to use such content or material. Customer agrees to review any electronic documentation that accompanies the Access Tools or is identified in a link provided to Customer to determine which portions of the Access Tools are open source and are licensed under open source license terms, and to find a link over the Internet to the rights and restrictions that apply to such open source software. To the extent any such license terms require that edgeffect provide Customer the rights to copy, modify, distribute or otherwise use any open source software in the Access Tools that are inconsistent with the limited rights granted to Customer in this Agreement, then such rights in the applicable open source license terms shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Nothing in this Section shall be construed to alter Section 2(b) above.
  8. General Restrictions and Limitations.
    1. Except with respect to certain of the Access Tools as noted in Section 7, in no event shall Customer be entitled to access or review any object code or source code contained in any Technology. Sections 6 and 7 set forth the entirety of Customer’s right to access and use the edgeffect Service and Access Tools and to make the edgeffect Service and Access Tools available to Authorized Users, and edgeffect reserves all rights to the edgeffect Service and Technology not otherwise expressly granted in such Sections.
    2. No provision of this Agreement includes the right to, and Customer will not, directly or indirectly: (i) enable any person or entity other than Authorized Users to access and use the edgeffect Service or Technology; (ii) modify or create any derivative work based upon the edgeffect Service or Technology; (iii) engage in, permit or suffer to continue any copying or distribution of the edgeffect Service or Technology; (iv) grant any sublicense or other rights to the edgeffect Service or Technology; (v) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the edgeffect Service or Technology (subject to any rights Customer may have with respect to open source software as described in Section 7); (vi) access the edgeffect Service in order to build a competitive solution or to assist any third party to build a competitive solution; (vii) remove, obscure or alter any IP Rights notice related to the edgeffect Service or Technology; or (viii) engage in, permit or suffer to continue any Unauthorized Use by any person or entity within Customer’s control. Customer will ensure, through proper instructions and enforcement actions, that all access to and use of the edgeffect Service by Customer or Authorized Users’, or otherwise through Customer’s facilities, equipment, identifiers or passwords (including Credentials), will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party or this Agreement.
  9. Nonexclusivity.
    1. Customer acknowledges that the rights granted to it under this Agreement are nonexclusive, and that, without limiting the foregoing, nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict edgeffect’s right to (a) license, sell or otherwise make available the Technology or edgeffect Service to any third party; (b) perform any services for any third party; or (c) license, purchase or otherwise acquire any software, technology, products, materials or services from any third party.
  10. Access to Edgeffect Service.
    1. Equipment, Edgeffect Service and Facilities. Customer is solely responsible for providing, installing and maintaining at its own expense all equipment, facilities and services necessary to enable Authorized Users’ access and use of the edgeffect Service through the Interface, including, without limitation all hardware, software and Third-Party Materials.
    2. Credentials. Customer is solely responsible for tracking Credentials to specific Authorized Users and for ensuring the security and confidentiality of all Credentials. edgeffect has no liability with respect to the use of Credentials, including any Unauthorized Use. Use of any Credentials, other than as provided in this Agreement, will be considered a breach of this Agreement by Customer.
    3. Limited Access; Changes. edgeffect reserves the right at any time and without prior notice to Customer to limit Customer’s and Authorized Users’ access to and use of the edgeffect Service in order to perform repairs, make modifications or as a result of circumstances beyond edgeffect’s reasonable control. edgeffect may alter or modify all or part of the edgeffect Service from time to time. Such alterations and modifications, or both, may include without limitation the addition or withdrawal of features, products, services, software or changes in instructions. Except as expressly provided otherwise in the Subscription, no service levels or standards are guaranteed or, except as expressly set forth herein, made in this Agreement.
    4. Security. edgeffect has implemented commercially reasonable technical and organizational measures designed to secure Customer Code from accidental loss and from unauthorized access, use, alteration or disclosure, and each hosting provider for the edgeffect Service has or will have similar contractual obligations to edgeffect. edgeffect cannot, however, guarantee that unauthorized third parties will never be able to defeat its measures or those of its hosting providers or use Customer Code for improper purposes. Customer acknowledges that all Customer Content is provided at Customer’s and Authorized Users’ own risk.
    5. Standards. edgeffect does not represent, and expressly disclaims, that it meets the standards for operational compliance or certification in any specific area, including any government or industry-association requirements such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLB), the Payment Card Industry Data Security Standard (PCI DSS) or the Statement on Standards for Attestation Engagements No. 16 (SSAE 16) (or its predecessor the Statement on Auditing Standards No. 70 (SAS 70)).
    6. Right to edgeffect. edgeffect will have the right (but not the obligation) to review and monitor all use of the edgeffect Service to ensure (i) proper operation and/or maintenance of the edgeffect Service and (ii) compliance with the terms of this Agreement.
  11. Fees.
    1. The fees applicable for the edgeffect Service (“Fees”) are available at the Site and as published within the edgeffect Service. The price stated for the edgeffect Service excludes all taxes and charges and Customer is responsible for any taxes and for all other charges (for example, data charges and currency exchange settlements). Customer will pay the Fees in the currency edgeffect quoted for Customer’s account. edgeffect reserves the right to change the quoted currency at any time.
    2. In addition to any Fees, Customer will also incur third-party charges incidental to using the edgeffect Service, for example, charges for Internet access and required Cloud Services.
    3. Customer must be authorized to use the payment method Customer enters when creating its billing account. Customer authorizes edgeffect to charge Customer for the edgeffect Service using that payment method and for any paid feature of the edgeffect Service that Customer chooses to sign up for or use during the Term of this Agreement. As described in the Subscription, edgeffect may bill: (i) in advance; (ii) at the time of purchase; (iii) shortly after purchase; or (iv) on a recurring time- or usage-based basis.
    4. Customer must keep all information in Customer’s billing account current. Customer can access and modify Customer’s billing account information by through the Site. Customer may change Customer’s payment method at any time. If Customer notifies us to stop using Customer’s previously designated payment method and fails to designate an alternative, edgeffect may immediately suspend use and access to the edgeffect Service. Any notice from Customer changing its billing account will not affect charges edgeffect submits to Customer’s billing account before edgeffect reasonably could act on Customer’s request.
    5. edgeffect will notify Customer in advance, either through the edgeffect Service or by email pursuant to Section 21(b), if edgeffect changes the price(s) of the edgeffect Service. If Customer does not agree to these changes, Customer must terminate this Agreement pursuant to Section 14(b) and stop using the edgeffect Service. If Customer fails to terminate, Customer’s payment information on file will be charged at the new price(s) thereafter.
    6. Payments for all accounts registered to pay via credit card are due the date the invoice is posted on Customer’s account. Payments for all accounts registered to pay via check, wire-transfer or Automated Clearing House (ACH) are due within 15 days of the invoice date unless otherwise agreed-to by the parties in writing. If any payment is not made when due, edgeffect may immediately suspend use and access to the edgeffect Service.
    7. All Customer prepayments, if any, for the edgeffect Service (monthly, yearly or otherwise) shall be deemed fully earned upon payment and are non-refundable. This includes accounts that are renewed.
    8. Any amount not paid when due will bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by edgeffect to collect any amount not paid when due, Customer will pay or reimburse edgeffect’s costs of collection (including, without limitation, any attorneys’ fees and court costs).
  12. Edgeffect Proprietary Rights.
    1. The edgeffect Service and Technology constitute or otherwise involve valuable IP Rights of edgeffect and all right, title and interest in and to the foregoing shall, as between the parties, be owned by edgeffect. Customer acknowledges that it obtains only limited use and license rights under this Agreement. No title to or ownership of the edgeffect Service or Technology, or any IP Rights associated therewith, is transferred to Customer, any Authorized User or any third party under this Agreement. In the event Customer provides comments, suggestions and recommendations to edgeffect with respect to the edgeffect Service, Customer hereby grants to edgeffect a worldwide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any such comments, suggestions and recommendations in connection with the edgeffect Service.
    2. Customer will not infringe or violate, and will take commercially reasonable steps and precautions for the protection of edgeffect’s IP Rights, including maintaining access and use restrictions sufficient to prevent any Unauthorized Use and not making the edgeffect Service or Technology available to any third party without the prior written consent of edgeffect.
  13. Confidentiality.
    1. Definition. As used in this Agreement, “Confidential Information” means any information that is proprietary or confidential to edgeffect or that edgeffect is obligated to keep confidential (for example, pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature. However, Confidential Information does not include any information that: (i) was known to Customer prior to receiving the same from edgeffect in connection with this Agreement; (ii) is independently developed by Customer; (iii) is acquired by Customer from another source without restriction as to use or disclosure; or (iv) is or becomes part of the public domain through no fault or action of Customer.
    2. Disclosure and Use. edgeffect reserves any and all right, title and interest (including any IP Rights) that it may have in or to any Confidential Information that it may disclose to Customer under this Agreement. Customer will protect Confidential Information against any Unauthorized Use or disclosure to the same extent that Customer protects its own Confidential Information of a similar nature against Unauthorized Use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information; provided that the Confidential Information is conspicuously marked or otherwise identified as confidential or proprietary upon receipt by Customer or Customer otherwise knows or has reason to know that the same is Confidential Information. The Recipient will use any Confidential Information solely for the purposes for which it is provided by edgeffect. This Section will not be interpreted or construed to prohibit: (i) any use or disclosure which is necessary or appropriate in connection with Customer’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (ii) any use or disclosure required by applicable law or governmental order, provided that Customer uses reasonable efforts to give edgeffect reasonable advance notice thereof to afford edgeffect an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information; or (iii) any use or disclosure made with the consent of edgeffect. In the event of any breach or threatened breach by Customer of its obligations under this Section 13(b), edgeffect will be entitled to injunctive and other equitable relief to enforce such obligations. As provided in Section 15(c), the obligations of confidentiality shall survive expiration or termination of this Agreement.
  14. Term.
    1. This Agreement shall commence on the date edgeffect accepts Customer’s Order (“Effective Date”) and, unless terminated earlier as provided in Section 14(b), continue for (i) the period of time set forth in the Order or, (ii) if no period is specified in the Order, one month from the Effective Date (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive renewal periods of the same duration of the Initial Term (the Initial Term, and all such renewal periods, collectively, the “Term”).
    2. Either party shall be free to terminate this Agreement upon 5 days’ prior notice to the other in accordance with Section 21(b).
    3. Nothing in this Section 14 shall limit edgeffect’s right to suspend access and use of the edgeffect Service as provided in Sections 5 and 11.
  15. Effect of Termination.
    1. General. Upon termination of this Agreement: (i) any and all rights granted to Customer with respect to the edgeffect Service and Technology will terminate effective as of the effective date of termination; (ii) Customer will return to edgeffect any and all Confidential Information in the possession or control of Customer; (iii) edgeffect will have no obligation to provide the edgeffect Service to Customer or Authorized Users after the effective date of the termination; and (iv) Customer will pay to edgeffect any amounts payable for Customer’s and Authorized User’s use of the edgeffect Service through the effective date of the termination.
    2. No Customer Content Obligation. As noted in Section 2(c), the edgeffect Service does not include data storage, which remains Customer’s obligation. edgeffect has no obligation to furnish or make available to Customer any Customer Content prior to, upon or following termination.
    3. Survival. This Section 15(c), as well as Sections 1, 2(b), 2(c), 2(d), 3, 5, 7, 8, 9, 11, 12, 13 and 16 through 21, shall survive the expiration or earlier termination of this Agreement.
  16. Representations.
    1. Each party hereby represents and warrants to the other that the representing party has the authority to enter into and perform this Agreement and the party’s entering into this Agreement, and performance of its obligations and exercise of its rights under this Agreement, do not and will not violate any applicable laws, regulations or orders. Further, Customer hereby represents, warrants and covenants that, without limiting the foregoing: (a) Customer or its licensors owns all right, title and interest in and to Customer Content; (b) Customer has all rights in Customer Content necessary to grant the rights contemplated by this Agreement; and (c) Customer has obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to Third-Party Materials to be used by Customer in connection with the edgeffect Service or will obtain such approvals prior to such use.
  17. Indemnity by Customer.
    1. Customer agrees to defend, indemnify and hold harmless edgeffect and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising out of or related to: (a) Customer’s and Authorized Users’ use of and access to the edgeffect Service; (b) Customer’s or an Authorized User’s violation of any term of this Agreement; (c) Customer’s or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or IP Rights; (d) Customer’s or an Authorized User’s violation of any law, rule or regulation; (e) any claim or damages that arise as a result of any Customer Content; or (f) any other party’s access and use of the edgeffect Service with provided Credentials.
  18. IP Rights Indemnity.
    1. If the edgeffect Service becomes the subject of a claim of infringement of a U.S. copyright or patent, edgeffect will indemnify Customer against such claim provided that Customer gives edgeffect prompt written notice of the claim, allows edgeffect to direct the defense and settlement of the claim, and cooperates with edgeffect as necessary for defense and settlement of the claim. If the edgeffect Service becomes, or, in edgeffect’s opinion is likely to become, the subject of such a claim, edgeffect shall have the right to obtain for Customer the right to continue using the edgeffect Service, replace or modify the edgeffect Service so that it becomes non-infringing, or terminate the rights granted hereunder. edgeffect will have no liability for any infringement claim to the extent it (a) is based on modification of the edgeffect Service other than by edgeffect; (b) is based on the combination or use of the edgeffect Service with any other software, program or device not provided by edgeffect if such infringement would not have arisen but for such use or combination; (c) results from compliance by edgeffect with designs, plans or specifications furnished by Customer; or (d) results from Customer’s operation of the edgeffect Service in a manner that is inconsistent with its intended use. For the avoidance of doubt, the indemnity available under this Section is exclusive to the edgeffect Service and, consistent with Section 2(b), does not apply or extend to any Third-Party Materials. THIS SECTION 18 STATES EDGEFFECT’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.
  19. Disclaimers of Warranties.
    1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE EDGEFFECT SERVICE, TECHNOLOGY, SUPPORT AND ALL OTHER ITEMS PROVIDED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. EDGEFFECT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE EDGEFFECT SERVICE, TECHNOLOGY, SUPPORT OR ANY OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF EDGEFFECT UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).
  20. Limitations of Liability.
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS VENDORS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE EDGEFFECT SERVICE OR THE SUPPORT; PROVIDED, HOWEVER, THAT SUCH LIMITATIONS SHALL NOT APPLY TO: (I) DAMAGES ARISING OUT OF CUSTOMER’S FAILURE TO COMPLY WITH ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 13(b); (II) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17 OR 18 (AS APPLICABLE); OR (III) CUSTOMER’S PAYMENT OBLIGATIONS TO EDGEFFECT.
    2. UNDER NO CIRCUMSTANCES WILL EDGEFFECT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE EDGEFFECT SERVICE OR CUSTOMER’S ACCOUNT(S) OR THE INFORMATION CONTAINED THEREIN. EDGEFFECT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER’S OR AUTHORIZED USERS’ ACCESS TO AND USE OF THE EDGEFFECT SERVICE OR SUPPORT; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE EDGEFFECT SERVICE; (IV) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE EDGEFFECT SERVICE; AND/OR (V) CUSTOMER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL EDGEFFECT ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY AUTHORIZED USER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE FEES CUSTOMER PAID TO EDGEFFECT HEREUNDER.
    3. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EDGEFFECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
  21. Miscellaneous.
    1. Assignment. Customer may not delegate, assign or transfer this Agreement or any of its rights and obligations under this Agreement and any attempt to do so shall be void. edgeffect may assign this Agreement to another entity at any time.
    2. Notices. edgeffect may send Customer, in electronic form, information about the edgeffect Service, additional information and any information the law requires edgeffect to provide. Customer acknowledges and agrees that edgeffect may provide notices to Customer by email at the address Customer specified in its Order or by access to a website that edgeffect identifies. Notices emailed to Customer will be deemed given and received when the email is sent. If Customer does not consent to receiving notices electronically, Customer and its Authorized Users must stop using the edgeffect Service. Customer may provide legal notices to edgeffect by email to legal_notices@edgeffect.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Edgeffect Inc, Attn: Legal Notice, 2161 Chain Bridge Road, Vienna, VA 22182, or such other address as edgeffect may direct from time to time on the Site. Customer must specify in all such notices that the notice is being given under this Agreement.
    3. Compliance with Laws; Export Control; Government Regulations. Each party shall comply with all laws applicable to the actions contemplated by this Agreement. Customer acknowledges that the edgeffect Service is of United States origin, is provided subject to the U.S. Export Administration Regulations, may be subject to other export control laws, and that diversion contrary to applicable export control laws is prohibited. Customer represents that Customer is not, and is not acting on behalf of, (i) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List. In addition, Customer covenants and agrees that it will not permit the edgeffect Service to be used for any purposes prohibited by law, including any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. The edgeffect Service is commercial in nature and all associated software, publications and documentation are “Commercial Items,” as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are defined in 48 C.F.R. § 252.227-7014(a)(1) and 48 C.F.R. § 252.227-7014(a)(5), and used in 48 C.F.R. § 12.211, 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. Pursuant to 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R.§ 252.227-7015, 48 C.F.R. § 227.7202 through 227.7202-4, 48 C.F.R. § 52.227-19 and other relevant Sections of the Code of Federal Regulations, as applicable, edgeffect’s publications, commercial computer software, edgeffect Service and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements and terms of service that accompany the products and software documentation and the terms and conditions herein.
    4. Relationship of Parties. edgeffect and Customer are not legal partners or agents; instead the parties’ relationship is that of independent contractors. It is expressly understood and agreed that neither the provisions contained in this Agreement nor any acts of the parties shall be deemed to create any relationship between edgeffect and Customer other than as service provider and customer.
    5. Force Majeure. edgeffect shall have no liability to Customer, Authorized Users or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances or terrorism or interruptions in power, communications, satellites, the Internet or any other network that are beyond its reasonable control.
    6. Applicable Law. Customer is contracting with Edgeffect Inc., headquartered in Mclean, VA, USA. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Virginia and the federal laws of the United States of America, without reference to choice of law principles. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act (or any local variation thereof) shall not apply, and the parties expressly exclude their application. edgeffect and Customer irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts located in Fairfax, VA, USA, for all disputes arising out of or relating to this Agreement.
    7. Third-Party Rights. Other than as expressly set out in this Agreement, this Agreement does not create any rights for any person who is not a party to it, and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.
    8. Entire Agreement; Other. This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Any terms and conditions of any purchase order or other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. Any affiliate of Customer shall be deemed a third party for purposes of this Agreement. This Agreement may be modified only by edgeffect as provided herein or by a written instrument duly executed by authorized representatives of both edgeffect and Customer. Any waiver by either party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision. If a court holds that edgeffect cannot enforce any provision of this Agreement as written, edgeffect and Customer will replace those terms with similar terms to the extent enforceable under applicable law, but the remainder of the Agreement shall continue in full force and effect.