Enterprise Terms of Service

Exhibit A. General Terms and Conditions

This SOFTWARE-AS-A-SERVICE SUBSCRIPTION AGREEMENT (“Agreement”, “SaaS Agreement” or “SSA”) is entered into as of the most recent date (the “Effective Date”) signed by the Parties between EdgeImpulse Inc. (“Edge Impulse”) and the customer (“Licensee”), as identified on the Order.

1. Orders; Subscriptions; Delivery; Renewals

1.1 Licensee may purchase a Subscription License to the Services, Documentation and Support Services from Edge Impulse, by the Parties agreeing to Orders that reference this Agreement. All references in this Agreement to the “sale” or “purchase” of any License to Edge Impulse Services shall mean the sale or purchase of a Subscription License to such Services. Affiliates of Licensee may (but is not required to) purchase a Subscription License under the terms and conditions of this Agreement by entering into an Order with Edge Impulse and thereby expressly accepting these terms and conditions. In any such case, the respective Affiliate shall be regarded as the “Licensee” for purposes of the relevant Order within the meaning of this Agreement, and this Agreement, with respect to such Order, shall be regarded as an agreement between Edge Impulse and the applicable Affiliate.

1.2 All Services, Updates and Documentation will be made available electronically to Licensee.

1.3 Where Terms are Conflicting, Edge Impulse Order Terms Shall Prevail; Where the terms and conditions in an Edge Impulse Order deviate from the terms and conditions in this Agreement, the terms and conditions in the Edge Impulse Order shall prevail. THE PARTIES AGREE THAT ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED ON, REFERENCED BY OR INCORPORATED INTO LICENSEE’S PURCHASE ORDER ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.

1.4. Capitalized Terms and Definitions. Where terms are capitalized in this Agreement or its corresponding Orders, these terms may be defined in Exhibit D. Definitions and Glossary of Terms.

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

2.1 Edge Impulse owns the Services, Documentation, Edge Impulse Proprietary Software, Edge Impulse SDK Assets and its website. Except to the extent licenses are expressly granted hereunder, Edge Impulse and its licensors retain all right, title and interest in and to all Intellectual Property Rights in and to the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets, and Documentation, and to any additional system software, content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to Edge Impulse’s website. The use, copying, redistribution, use or publication by Licensee of any part of the website, Edge Impulse Proprietary Software, Edge Impulse SDK Assets, Documentation or the Services, except as expressly authorized by this Agreement, is prohibited.

2.2 License Grant by Edge Impulse. Subject to and in consideration of timely payment by the Licensee of the Fees provided for in an applicable Order, and of Licensee’s compliance with the other terms and conditions of this Agreement, Edge Impulse hereby grants to the Licensee and its Authorized Users, solely during the applicable term specified in an Order, a royalty free, limited, personal, non-exclusive, non-transferable (except as otherwise expressly allowed by this Agreement) license to, subject to Section 2.3 below: (i) access and use the Services via the Internet address provided to Licensee by Edge Impulse; and (ii) use the Documentation.

2.3 Restrictions. Licensee agrees that it (and its Authorized Users) will not without express written permission of Edge Impulse: (a) reverse compile, disassemble, decompile or engineer, reproduce, modify, adapt or create derivative works of or from the Services or any part thereof; (b) make the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation available to, or use the Services or Documentation for the benefit of, anyone other than Licensee; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation, or include any Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation in a service bureau or outsourcing offering; (d) permit direct or indirect access to or use of the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation in a way that circumvents any contractual usage limit; (e) reproduce the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement); (f) remove any proprietary notices from the Documentation, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or the Services; (g) interfere with or disrupt the integrity or performance of the Services or the underlying servers or networks, or disobey any requirements, procedures, policies or regulations of networks connect to the Services; (h) access or use any Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Services; (i) upload, post or otherwise transmit any material or data that contains software viruses or any other malicious codes, files or programs; (j) use the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation in an excessive or abusive manner as determined by Edge Impulse in its sole discretion; or (k) unless expressly approved in writing by an authorized Edge Impulse signatory, submit, upload or transmit any Restricted Data to or in connection with the Services. Edge Impulse reserves the right to suspend Licensee’s access to the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets and Documentation in the event (a) Edge Impulse believes Licensee’s use of the Services represents an imminent threat to Edge Impulse’s users or network, (b) of Licensee’s breach or violation of applicable laws or regulations or Licensee’s breach of the restrictions in this Section 2.3 or Section 2.6, or (c) if so directed by a court or competent authority. In such cases, Edge Impulse will (i) use its best efforts to promptly contact Licensee and give Licensee the opportunity to change its use of the Services accordingly and/or work with Licensee to resolve the issues causing the suspension of such the Services; and (ii) reinstate any suspended the Services promptly after the issue is abated.

2.4 Responsible use of Artificial Intelligence technology License (RAIL). Licensee understands that Edge Impulse promulgates a “Technology-for-Good” policy as part of its corporate mission. Licensee will (and will ensure that its Authorized Users) comply with the Edge Impulse Responsible AI License Terms, available at https://docs.edgeimpulse.com/page/responsible-ai-license and incorporated by reference herein. If Licensee knows or reasonably suspects that the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation will be used directly or indirectly for purpose(s) prohibited by the RAIL, then Licensee 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.

2.5 Licensee is responsible for its Authorized Users and each of their Accounts. Licensee shall provide accurate, current and complete information required to enable its Authorized Users on the Cloud Infrastructure, and shall maintain the accuracy of such information during the use of the Services. Licensee shall require Authorized Users to maintain proper password security, and to keep their accounts confidential. Licensee is responsible for the actions of its Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User (unless such access was due to Edge Impulse’s actions), and of any other individuals to Licensee has given access to the Services.

2.6 Prohibition on Sharing. Licensee is responsible for ensuring that each Account is only assigned to and accessible by one individual Authorized User. Licensee will not (and shall ensure its Authorized Users do not) share the Account, login credentials or any other rights assigned to an Authorized User with any other individual or third party, unless otherwise expressly pre-approved by Edge Impulse. Licensee acknowledges that login credentials, passwords and any assigned rights of its Authorized Users and their respective Accounts are unique to the applicable Authorized User, and that sharing by its Authorized Users of any such rights is strictly prohibited.

2.7 Licensee Owns its Intellectual Property, Data and Output. Except to the extent licenses are expressly granted hereunder, Licensee retains Intellectual Property Rights in and to: (i) its products and services; (ii) the Licensee Data; and (iii) subject to the other limitations in this Agreement, any Output. The Output has been specially ordered and commissioned by Licensee and the parties agree that the Output is a "work made for hire" for copyright purposes, with all copyrights in the Output owned by Licensee. To the extent that the Output does not qualify as a work made for hire under applicable law, and to the extent that the Output includes material subject to copyright, patent, trade secret, or other Intellectual Property Rights protection, Edge Impulse hereby assigns to Licensee, its successors and assigns, all right, title and interest in and to the Output, including, but not limited to, 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 Services, Documentation, Cloud Infrastructure, Edge Impulse Proprietary Software, the Edge Impulse SDK Assets or any Updates, which, as between the parties, is exclusively owned by Edge Impulse.

2.8 License Grant by Edge Impulse to Licensee. Provided Licensee has an active Subscription to one or more Enterprise Licenses, Edge Impulse hereby grants to Licensee a non-exclusive, non-transferable and non-sublicensable, royalty-free license for to use the Edge Impulse SDK Assets in accordance with the terms of this Agreement, including without limitation the applicable Order Form. Licensee’s license to the Edge Impulse SDK Assets will terminate upon termination of the Agreement, and Licensee may not use the Edge Impulse SDK Assets following termination of the Agreement.

2.9 License Grant by Licensee to Edge Impulse. For the Term of this Agreement and its associated Orders, in each case solely as reasonably required to operate, provide, and support the Edge Impulse Services to Licensee, Licensee hereby grants to Edge Impulse a non-exclusive, transferable and sublicensable (but solely to the extent set forth in this Agreement), royalty-free license to use, reproduce, and perform (i) Licensee Data and (ii) the Output.

2.10 Edge Impulse Use of Data for product improvement. Edge Impulse shall have the right to collect and analyze information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and to (i) use such information and data for the purpose of analytics, to improve and enhance the Services, and for other development, diagnostic and corrective purposes in connection with the Edge Impulse offerings, and (ii) disclose such data to third Party entities who may assist Edge Impulse with the activities listed in the foregoing clause “(i)” solely in aggregate or other de-identified form from which neither Licensee nor any Authorized User may be identified.

3. Fees; Payments, Invoicing, Taxes

3.1 Edge Impulse’s Right to be Paid Accrues on Effective Date. Edge Impulse’s right to payment for the Services purchased by Licensee shall accrue on the Effective Date. Except in the case of material breach of this Agreement by Edge Impulse, all payments accrued or made under this Agreement are non-cancelable and non-refundable.

3.2 Invoicing and Payment. Unless otherwise indicated in an applicable Order or subject to a good faith dispute, payment of Fees is due within thirty (30) days of the Effective Date of the Order. For clarity, if Licensee requires issuing a PO in order to pay invoices for Fees, then Licensee is responsible for ensuring such PO is in place promptly upon the Effective Date, and references the Subscription Start Date(s) as documented in the applicable Order. For clarity, any delay by Licensee in issuing a PO shall not relieve Licensee of its payment obligations under this Section 3.2. Similarly, if Licensee requires Edge Impulse to use a portal or website (such as SAP, Ariba, Coupa, etc.) in order to submit invoices for Fees, then Licensee is responsible for ensuring authorized access to such portal or website is available promptly upon the Effective Date. Any delay by Licensee providing such access shall not relieve Licensee of its payment obligations under this Section 3.2. Any amount which is unpaid when due may be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate, unless otherwise indicated in the Order. If and when Licensee’s outstanding invoice(s) are referred to a collection agent due to non-payment, Edge Impulse shall be entitled to reimbursement for reasonable costs associated with the collection of any past-due balance.

3.3 Taxes. All prices and Fees stated by Edge Impulse are exclusive of any taxes, fees, and duties or other amounts, however designated. Any taxes related to the Delivery of Edge Impulse Documentation, Services or Support Services purchased or licensed pursuant to this Agreement including, but not limited to, withholding taxes, will be paid by Licensee, or Licensee will present an exemption certificate acceptable to the applicable tax authorities. Licensee will not be liable for taxes imposed on Edge Impulse based on Edge Impulse’s income.

4. Warranties, Remedies and Disclaimer

4.1 Mutual Warranty. Each party represents and warrants that (i) it has the power and authority to enter into and fully perform this Agreement; (ii) each Order is signed by a duly authorized representative of such party, and (iii) the performance by such party of its obligations and duties hereunder will not violate any agreement to which such party is bound.

4.2 Warranty Period. Subject to each of the other provisions hereof, Edge Impulse warrants, solely to Licensee, that during the Warranty Period, the Services, when installed properly, will be capable of functioning materially in accordance with the Documentation.

4.3 Remedies. If Edge Impulse breaches the warranty set forth in Section 4.2, Licensee’s sole and exclusive remedy, and Edge Impulse’s sole obligation, shall be to remedy such breach as set forth in this section. At the sole discretion of Edge Impulse, Edge Impulse will, at its expense, either: (i) repair or replace the defective Services to enable it to perform substantially in accordance with the Documentation; or (ii) if the Services as a whole do not function substantially in accordance with the Documentation, terminate this Agreement and refund to Licensee the Fees prepaid by Licensee to Edge Impulse for the defective Services for any period after the effective date of such termination.

4.4 Updates to the Services. The warranty provided in Section 4.2 will not apply if: (i) Licensee fails to notify Edge Impulse in writing during the Warranty Period of any such breach; or (ii) Licensee fails to implement all Updates to the Services made available at no charge to Licensee during the Warranty Period.

4.5 Licensee promises that the Licensee Data and materials doesn’t violate anyone’s rights. Licensee represents and warrants that it has all rights that are necessary to grant to Edge Impulse the rights granted under this Agreement, and that neither Licensee Data or any other materials provided by Licensee to Edge Impulse, nor the inclusion of Licensee Data or such materials in the Services, will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or any Applicable Law, including Privacy Law. Licensee further agrees that, unless the Parties separately agree in writing, Licensee will not upload to the Services any data or other information, other than Authorized User log-in credentials, which would qualify as Restricted Data.

4.6 ALL OTHER WARRANTIES ARE DISCLAIMED BY BOTH PARTIES. EXCEPT AS MAY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, AND HEREBY DISCLAIMS ANY OTHER EXPRESS AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EDGE IMPULSE DOES NOT WARRANT THAT ANY PRODUCT, SERVICES OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT SUCH SERVICES OR DOCUMENTATION WILL SUCCEED IN RESOLVING ANY PROBLEM.

5. Indemnities

5.1 Indemnification by Edge Impulse. Subject to each of the other provisions hereof, Edge Impulse shall (i) defend or (at its option) settle, any claim brought against Licensee by a third party alleging that at the time of Delivery the Edge Impulse Proprietary Software infringes the copyright, trademark, or US patent of said third party (a “Claim”) and (ii) indemnify Licensee against damages and costs finally awarded against and payable by Licensee in any such Claim.

5.2 Exceptions. Edge Impulse shall have no liability to Licensee under this Section:

(a) to the extent any Claim is based on or arises from any product or any portion or component thereof, that is: (i) not provided directly to Licensee by Edge Impulse; (ii) modified by a Party other than Edge Impulse and not at Edge Impulse’s direction, if the alleged infringement would not have occurred in the absence of such modification; or (iii) combined with other products, systems, processes or materials where the alleged infringement would not have occurred in the absence of such combination;

(b) to the extent Licensee continues allegedly infringing activity after: (i) being notified thereof; and (ii) being provided, at no additional charge, modifications that would have avoided the alleged infringement without significant loss of performance, compatibility or functionality; or

5.3 Indemnification by Licensee. Licensee will (i) defend or (at its option) settle, any claim brought against Edge Impulse by a third party and (ii) indemnify Edge Impulse from and against any losses, liabilities, damages, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to Licensee’s breach of Section 4.5.

5.4 Despite any of the foregoing, each Party’s obligations under Section 5 shall be valid only if the Party requesting indemnification:

(a) gives written notice to the indemnifying Party of any Claim within 2 business days upon becoming aware of such Claim;

(b) gives the indemnifying Party the sole control of the defense and settlement of any Claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying Party; and

(c) acts in accordance with the reasonable instructions of the indemnifying Party and gives to the indemnifying Party such assistance as it shall reasonably require in respect of the conduct of the said defense and/or settlement.

5.5. In the event of any alleged Intellectual Property infringement, Edge Impulse shall be entitled at its own expense and in its sole discretion to: (a) procure the right for the Licensee to continue using the Services and Documentation; (b) make such alterations, modifications, or adjustments to the Services so that it becomes non-infringing without incurring a material diminution in performance or function; or (c) replace the Services with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.

6. Limitation of Liability

6.1 Indirect Damages Are Limited. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Certain Damages Are Always Prohibited. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (i) ANY SPECIAL OR PUNITIVE DAMAGES, (ii) ANY LOSS OF PROFITS, LOST BUSINESS, OR LOST REVENUE, OR (iii) THE USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, AND WHETHER OR NOT SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHER, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Maximum Liability. IN NO EVENT SHALL EDGE IMPULSE’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO EDGE IMPULSE UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING ANY CLAIM MADE HEREUNDER.

7. Confidentiality

7.1 Confidentiality Agreement. Each of the Parties hereto undertakes to the other to keep confidential all Confidential Information of the other Party. Despite anything to the contrary, neither Party may disclose the specific terms of this Agreement or any Order referencing this Agreement, except as required by applicable law.

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

7.3 Required Disclosures. If any Confidential Information of the other Party is required to be disclosed by the receiving Party as a matter of law, the receiving Party will use all reasonable efforts to provide the disclosing Party with prior notice of such disclosure and to obtain a protective order therefore.

7.4 Injunctive Relief. The Parties agree that the disclosing Party’s remedies at law for a breach by the receiving Party of its obligations hereunder may be inadequate and that the disclosing Party shall be entitled to seek equitable relief.

8. Term and Termination

8.1 Term. The term of this Agreement shall commence on the Effective Date and continue until all Orders entered into hereunder have expired or been terminated. Except as otherwise specified in the applicable Order, Subscription Terms and Order(s) shall automatically renew for successive one (1) year periods, unless either party gives notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the then-current Subscription Term.

8.2 Termination; Suspension. This Agreement and any associated Orders may be terminated by either Party upon notice if the other Party breaches any material term or condition of this Agreement and fails to remedy the breach within thirty (30) days after being given written notice thereof. In the case of non-payment of any Fees or amounts owed for Excess Use (which shall be deemed to be a material breach of this Agreement), Edge Impulse may, at its sole discretion and without limiting its right to terminate this Agreement for material breach: (i) suspend Licensee’s access to the Services; or (ii) continue to provide the Services, for a period solely determined by Edge Impulse, in anticipation of full and prompt payment by Licensee.

8.3 Effect of Termination. Upon termination of this Agreement, (a) all rights granted to Licensee with respect to the Services will terminate as of the effective date of termination, (b) Edge Impulse will have no obligation to provide Services to Licensee or Authorized Users after the effective date of the termination, (c) Licensee will pay to Edge Impulse any Fees payable for Licensee’s and any Authorized User’s use of the Services through the effective date of termination, together with all other amounts in accordance with any applicable Service Order(s) and this Agreement, (d) Licensee will immediately cease use of the Services and any Edge Impulse Proprietary Software and Edge Impulse SDK Assets. 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 the Agreement. Any termination of this Agreement pursuant to this Section shall be without prejudice to any other rights or remedies a Party may be entitled under this Agreement or under any applicable law and shall not affect any accrued rights or liabilities of either Party.

8.4 Survival. Sections 2.1, 2.3, 2.4, 2.5, 2.7, 2.8, 2.10, 3-7, 8.3, 8.4 and 9-11, all associated definitions, and all accrued rights to payment shall survive any termination or expiration of this Agreement.

9. Import and Export Regulations

The Edge Impulse Services and Documentation are subject to U.S. export controls, specifically the Export Administration Regulations. Both Parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Licensee shall not transfer, export or re-export, directly or indirectly, the Services or Documentation in violation of any export law or regulation.

10. Privacy

Each Party agrees to abide by all applicable laws and regulations in connection with providing, accessing and using the Services, including, without limitation, all Applicable Privacy Laws.

11. Miscellaneous

11.1 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.

11.2 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, at its address indicated in the signature box to this Agreement (or such other address as to which the other Party has been notified), or sent by email to the email address designated as the “Email Address for Legal or Contract Queries” in the Order.

11.3. 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.

11.4 Assignment and Sublicensing. Either Party may assign this Agreement and the License(s) referenced in the Order(s) subject to this Agreement, to an entity that acquires all or the majority of voting shares of the assigning Party, or all or substantially all of its business or assets, whether by merger, reorganization, acquisition, sale, or otherwise. Despite the foregoing, Licensee may not assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder to any competitor of Edge Impulse as determined in Edge Impulse’s reasonable discretion. In all other cases, neither Party shall assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.

11.5 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 Francisco County, California, USA.

11.6 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 attorney Fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing Party may be entitled.

11.7 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.

11.8 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.

11.9 Amendments. Edge Impulse reserves the right to modify the terms and conditions of this Agreement, at its sole discretion, effective upon the commencement of any renewal Subscription Term. Licensee is responsible for regularly reviewing this Agreement for updates. CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE LICENSEE’S CONSENT TO SUCH CHANGES. If Edge Impulse modifies this Agreement during Licensee’s Subscription Term, and Licensee objects to the updated agreement, as Licensee’s exclusive remedy, Licensee may choose to terminate this Agreement prior to the next renewal term and cease using the Services. .

12. Publicity

Unless otherwise stated in an Order or an Exhibit to this Agreement, either party to this Agreement shall not publicize the existence of the business relationship established by this Agreement in connection with its products, services, promotions, or publications. Except as expressly set forth in this Agreement, nothing in this Agreement or its associated Order(s) gives either Party any right, title or interest in the other Party’s logos, trademarks, service marks or trade names. Despite anything to the contrary, neither Party may disclose the specific terms of this Agreement or its associated Order(s), except as required by applicable law.

13. DISCLAIMER

THIS AGREEMENT, INCLUDING ALL ORDERS, AMENDMENTS, ADDENDUMS, ATTACHMENTS, SCHEDULES, EXHIBITS AND ALL APPLICABLE LICENSE AGREEMENTS, 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 LICENSEE PURCHASE ORDERS 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 LICENSEE’S PURCHASE ORDER ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.

Exhibit B. Technical Support Services and SaaS Service Uptime Commitment for Enterprise Subscriptions

Where the terms and conditions in an Order deviate from the terms and conditions in the corresponding Agreement, the terms and conditions in the Order shall prevail. Where terms are “Capitalized” in this Agreement or its corresponding Orders, these terms may be defined in Exhibit D. to this Agreement.

1. Standard Technical Support Services Response Commitment

“Helpdesk Ticket” – Licensee may initiate a technical support request by creating a Helpdesk Ticket by emailing a description of the perceived problem or question together with relevant contact information to support@edgeimpulse.com.

“Service Commitment” – Edge Impulse will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day. For the avoidance of doubt, this response commitment does not indicate the time frame in which the support request may be resolved.

“Support Hours” – Unless as otherwise indicated on the Order, Edge Impulse will provide standard best effort technical support services to Licensee via electronic means on U.S. weekdays (Monday through Friday) during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of U.S. Federal Holidays.

2. SaaS Service Uptime Commitment

“Uptime” – Edge Impulse will make commercially reasonable efforts to ensure the Purchased Services are available to Licensee with a Monthly Uptime Percentage of at least 99.5% during any calendar month subject to exclusions (“Excluded Downtime”) as described below.

“Downtime” (counted against the Uptime Percentage) means the total number of minutes during a calendar month during which that Services are unavailable, excluding any Excluded Downtime. Partial minutes of unavailability will not be counted as Downtime.

“Excluded Downtime” means any minutes of Downtime resulting in whole or in part from any of the following:

a suspension of Licensee’s use of the Services in accordance with this Agreement;
caused by factors outside of Edge Impulse’s reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Edge Impulse infrastructure;
any actions or inactions of Licensee or any third Party;
equipment, software or other technology of Licensee or any third Party (other than third Party equipment within our direct control);
failures not attributable to unavailability; or
any scheduled maintenance, any ad hoc maintenance carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical patches or hotfixes.

3. Service Level Remedy

If Licensee correctly notifies Edge Impulse of Edge Impulse’s failure more than two times in any calendar month, or more than three times in any six-month period, to meet or exceed the Monthly Uptime Percentage, then Edge Impulse shall be in material breach of this Agreement for which Licensee may exercise its rights to terminate this Agreement pursuant to Section 8.3.

4. Premium Support (PS) Subscription Services - Terms & Conditions

If Licensee orders Premium Support or Premium Solutions Support (PS) on an Order, this entitles the Licensee to receive PS hours to be delivered by an Edge Impulse Solutions Engineer on a monthly basis up-to the monthly quantity of PS hours mentioned on the Order. These hours are to be used (i.e. fully consumed) on a monthly basis and any unused hours in one month do not carry over to the next month. Any remaining PS hours that are unused at the end of a Subscription Term will expire, are non-refundable and will not carry over to a new Term.

Exhibit C. Customer Success activities and General Publicity

Upon execution of the Agreement, both parties can make announcements, press releases and/or other public disclosures to indicate the nature of this collaboration. This shall be conducted jointly or just by a single party provided the other party has given prior consent in writing.

General Publicity – Either party to this Order and its associated Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications.
Case Study – Licensee agrees to participate with Edge Impulse in a case study, and grants to Edge Impulse the right to publish and publicly display (in written, electronic or any other media or form) the results of such case study.
Reference Account – Licensee agrees to reasonably cooperate with Edge Impulse to serve as a reference account upon request to Prospective Customers, Partners, Analysts or representatives of the Press.
Name and Logo – Licensee grants Edge Impulse permission to use Licensee’s name and logo(s) in connection with promotion of Edge Impulse’s products and services. All representations of Licensee’s logo shall conform to Licensee’s branding policies.
Mutual Success - Following a successful implementation, Licensee agrees to collaborate with Edge Impulse on mutual success and user adoption activities such as user training and product improvement activities.
Quarterly Business Review – Licensee agrees to collaborate with Edge Impulse on conducting Quarterly Business Reviews (QBR) at the senior executive level to review the Licensee’s success criteria and corresponding results with regards to the use of the Edge Impulse Services.

Except as expressly set forth in this Agreement, nothing in this Agreement or its associated Order(s) gives either Party any right, title or interest in the other Party’s logos, trademarks, service marks or trade names. Despite anything to the contrary, neither Party may disclose the specific terms of this Agreement or its associated Order(s), except as required by applicable law.

Exhibit D. Definitions and Glossary of Terms

“Affiliate” means any entity which is directly or indirectly controlling, controlled by or which is under common control with a party hereof, where ”control” means holding more than fifty percent (50%) of the issued stock or voting rights of an entity.
“Applicable Privacy Laws” means, in relation to any personal information that is processed in the provision of the Services, any applicable law, regulation or legislation protecting individual privacy, including without limitation, where applicable, the California Consumer Privacy Act, and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”).
“Authorized User” or “Enterprise User” means any individual (in each case to the extent that Licensee’s license includes, and Licensee pays for, such individual) who is authorized by Licensee to use and access the Services or Documentation and exercise the rights licensed by Licensee. An “Authorized User” may include Licensee’s employees, consultants, representatives or agents. Each Authorized User must use a unique electronic identity (“User Account” or “Account”) to access and use the Services unless otherwise licensed, and may access the Services only to the extent licensed by Licensee. For clarity, this definition pertains only to “paid for” instance(s) of the Edge Impulse Services that are provisioned by Edge Impulse for Licensee through an active Enterprise Subscription, in which such instance Licensee has the ability to create and administer Authorized Users.
“Board” shall mean one hardware board associated with the silicon target(s) that Edge Impulse provides support for as defined under Services Purchased.
“Channel Partner” is any entity with whom Edge Impulse have entered into an agreement authorizing the entity to resell or distribute access to the Edge Impulse Services.
“Claim” is the event of any alleged Intellectual Property infringement brought against Licensee by a third party alleging that the Edge Impulse Proprietary Software infringes the copyright, trademark, or US patent of said third party.
“Cloud Infrastructure” means the Edge Impulse Services, and the computing, storage, networking, and other hardware and software infrastructure used by Edge Impulse in providing the Edge Impulse Services.
“Compute Minutes” – Compute Minutes are a measure for the consumption by Licensee of computing power on the Edge Impulse SaaS platform and are available on CPU-class and GPU-class computing devices. Licensee 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 1x 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 Licensee.The amount of Compute minutes allocated will be included on the mutually executed Order form. 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 this Exhibit for the available scenarios if or when Licensee exceeds (or is expected to exceed) their Compute Minute allocation during the Subscription Term.
“Commercial Use” means any use that does not constitute Non-Commercial Use or that is for any commercial purpose.
“Confidential Information” means each Party’s product road maps, product development plans, pricing, business plans, customer lists, documentation, business and financial information, plus any other information or data which a Party discloses in tangible form and conspicuously marks as “confidential,” “proprietary” or with other words generally understood to communicate the confidential nature of the information.
“Customer Data” or “Licensee Data” is all non-public data provided by Licensee to Edge Impulse to enable the provision of Edge Impulse Services.
“Data Pipeline” – In Edge Impulse a data pipeline can be part of an Edge Impulse Studio Project or be 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. Stand-alone data pipelines will be counted as additional Projects in Edge Impulse Studio, and as such will require a “Project” license as part of a SaaS Subscription.
“Community User”, “Developer User”, “Dev User” mean those individuals using the Edge Impulse service through a free community license, governed by the on-line Community Terms Of Service (ToS) at https://docs.edgeimpulse.com/page/community-terms-of-service. Community Users have more limits to the product functionality and computational resources than Enterprise users as described on https://edgeimpulse.com/pricing.
“Documentation” means the instruction manuals, user guides, and other Services related information made available by Edge Impulse in electronic form to the Licensee.
“Downtime” (counted against the Uptime Percentage) means the total number of minutes during a calendar month during which that Services are unavailable, excluding any Excluded Downtime. Partial minutes of unavailability will not be counted as Downtime.
“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 (including but not limited to the GNU General Public License and other similar licenses).
“Edge Impulse SDK Assets” means any Edge Impulse software development kit (SDK) provided or generated in connection with the Services for a Project including without limitation any improvements to or derivatives of the SDK, and any related deployment assets, models, and algorithms.
“Effective Date” is the most recent date signed by the Parties on the signature page of the Agreement or Order.
“End Customer User” means any end customer of Licensee.
“Enterprise License” means access to Edge Impulse’s enterprise product offering for one Enterprise User.
“Enterprise User” means those authorized individuals using the Edge Impulse service through a paid-for Enterprise License, governed by the Terms & Conditions agreed to between the Licensee and Edge Impulse in a signed and executed SaaS Subscription Agreement and associated Orders.
“Excess Use” or “Overage”, “Grace Period” – Licensee may on occasion use more Product Units than purchased, e.g. Projects, Users, Compute Minutes or other licensed Quantities granted on the Order. Edge Impulse will inform Licensee of such Overage(s) in writing and Licensee will have a “grace period” of thirty (30) calendar days from written notification to remedy the situation i.e. bring usage down to the quantity of Services Purchased in the Order(s). When the Licensee does not remedy the Overage within the 30-day grace period by either bringing down the usage to within the licensed entitlements or by purchasing an upgraded offering that increases entitlements to current usage, Edge Impulse retains the right to suspend service to Licensee access to Services pending resolution (Remedy the Overage).
“Fee(s)” when the word is Capitalized, are amounts payable and due to Edge Impulse by Licensee as indicated in the mutually agreed Order. When the word “fee(s)” is not capitalized it may refer to non-Edge Impulse products or services related amounts such as taxes, duties, third-party or attorney’s fees.
“Helpdesk Ticket” Licensee may initiate a technical support request by creating a helpdesk ticket by emailing a description of the perceived problem or question together with relevant contact information to support@edgeimpulse.com.
“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.
“Licensee Data” means all data stored by Licensee or at Licensee’s direction on the Edge Impulse Cloud Infrastructure and any transformations of such data.
“Non-Commercial Use” means any use that is solely for exploratory work, research or demo purposes that is not used in whole or in part for cost savings or revenue generation in any use case, product or services, and that is not primarily intended for or directed towards commercial advantage. For clarity, Non-Commercial Use excludes live, real-world conditions, commercial operations, revenue-generating activities, or direct interactions with or impacts on end users (such as, for instance, Your employees or customers). Non-Commercial Use may include, but is not limited to, any setting, use case, or application for research, development, testing, quality assurance, training, internal evaluation (other than any internal usage by employees in the context of the company’s business activities), and demonstration purposes.
“Order” means any document agreed to between the Parties which identifies the Services licensed by Edge Impulse to the Licensee and any relevant pricing. Multiple Orders may be agreed to under this Agreement. 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 Licensee. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Licensee issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
“Output” means any intermediary files and models that are created by Licensee and generated from Licensee Data. Output does not include any Edge Impulse SDK Assets or any Edge Impulse Proprietary Software.
“Parties” are the subscribers to this Agreement, i.e. Edge Impulse and Licensee each are a “Party” to this Agreement.
“Project” For purposes of this Agreement, a “Project” shall mean a project in Edge Impulse Studio made available to Licensee by Edge Impulse. Within each Project a Licensee can instantiate the following “Artifacts”: a data pipeline, dataset, one set of DSP, ML, 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 a Licensee deletes it or wipes the state of all its Artifacts. Projects can have multiple versions and be shared and cloned publicly.
“Public Project” means an Edge Impulse project made public under Edge Impulse’s designated open source license on the Edge Impulse community portal. A Public Project is viewable, inspectable and cloneable by anyone on the internet.
“Private Project” means a Project that is only viewable, modifiable and cloneable by the licensed User(s), authorized collaborators and Organization members within Licensee’s Edge Impulse Studio instance as part of an active SaaS Subscription to Edge Impulse Studio.
“Quarterly Active Users” are counted based on whether a registered and authorized user has logged into Edge Impulse at least once during the last 90 days.
“Renewal” is the Renewal of a Subscription, which gives the Licensee access to Edge Impulse Services for an extended Subscription Term either via a separate Order, or through an automatic Renewal (a.k.a. Auto-Renewal”) as indicated in this Agreement.
“Restricted Data” means any financial data, personal data or personally identifiable data (as defined under applicable privacy laws), data of a sensitive nature or 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; Health Insurance Portability and Accountability Act (HIPAA); Health Information Technology for Economic and Clinical Health Act (HITECH); 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 but not limited to the DMV Privacy Act, Public Service Law and others.
“SaaS” is an acronym for “Software-As-A-Service” which indicates a method of software provisioning and licensing in which software is provided by Edge Impulse on its Cloud Infrastructure and accessed by Licensee online via a subscription license, rather than bought as a perpetual license and installed on Licensee’s own computers.
“Services” means the products or services licensed by Edge Impulse to Licensee as listed in the Services Purchased section on the Edge Impulse Order Form, installed, configured and used in a manner consistent with Edge Impulse’s Documentation and this Agreement.
“Software” or “Software products” means computer programs included in the Edge Impulse Services, which will be made available by providing electronic access to a website.
“Standard Features” are those features, attributes and options described in the Documentation and listed as Generally Available (“GA”). Any and all Licensee-requested non-standard features and customer-specific deliverables must be described on the Order. Unless formally agreed in advance and described in writing on an mutually executed Order, Edge Impulse will not deliver nor support any non-standard or special features or custom deliverables.
“Subscription” or “Subscription License” means a temporary license to a product, service, or documentation for an agreed period of time (“Subscription Term” or “Term”) and in return for an agreed amount (“Subscription Fee”) per time period (e.g. annual, 2-year term, 3-year term, etc.) as indicated on an Order subject to this Agreement.
“Support Hours” Edge Impulse will provide technical support to Licensee via electronic means on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of U.S. Federal Holidays, or as indicated otherwise on the Order.
“Support Services” shall have that meaning assigned to it in Exhibit B to this Agreement, which is made part of this Agreement and incorporated herein by reference.
“Target” or “Target Hardware” shall mean the silicon targets, associated hardware boards and/or sensors as defined on an respective Order.
“University Partner” is any accredited higher-learning academic research institution to whom Edge Impulse have agreed to provide Services to.
“Update” means such enhancements, modifications, or additions to any product, service, system or documentation as may be made available from time to time by Edge Impulse to Licensee.
“Uptime” or "Service Uptime Commitment" or “Service SLA” – Edge Impulse will make commercially reasonable efforts to ensure the Services Purchased are available to Licensee with a Monthly Uptime Percentage of at least 99.5% during any calendar month subject to exclusions as described in Exhibit B.
“Warranty Period” is the paid Subscription term in which the Services made available to Licensee.

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