Terms of Service
EDGEIMPULSE, INC. TERMS OF SERVICE
Last Updated: January 12, 2023
Welcome to the Edge Impulse website.
These Terms of Service govern your access to and use of, our Site and Services, and our provision of the Services.
- We’ll refer to these Terms of Service as the “Terms”, and to our website as the “Site”.
- We’ll refer to EdgeImpulse, Inc. as “Edge Impulse” or “we” or “us” or “our”.
- We’ll refer to any products or services provided by us and accessible through our Site, individually and collectively, as the “Services”.
- We’ll refer to you, the person or entity agreeing to these Terms, as “you” or “your”, and (to the extent you purchased anything via this Site or otherwise from us), a “Customer”.
- We’ll refer to all non-public data provided by you to us to enable our provision of Services as “Customer Data”.
- We’ll refer to any entity which advertises on our site, or to whose site we provide a link, as a “Third-Party Advertiser”.
- We’ll refer to any product or service of any Third-Party Advertiser, as a “Third-Party Product”.
- We’ll refer to any entity with whom we have entered into an agreement authorizing the entity to resell or distribute access to the Services, as a “Channel Partner”.
- We’ll refer to any accredited higher-learning academic research institution with whom we have agreed to provide Services to, as a “University Partner”.
By accessing or using the Site, and/or using a Service, (i) you agree to these Terms and (ii) you represent that you are at least 18 years old and have the right, authority and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent.
We may modify the Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. If you continue to use the Site and the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms.
- 1.Things you can do (as ‘Free End User’). Subject to your compliance with these Terms, Edge Impulse grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable license to electronically access and use the Site and the Services as provided for in these Terms. As a Free End User, you may only use the Site and Services for your own personal and individual use. For purposes of these Terms, if you are receiving or granted access to the Services from a University Partner, you shall be considered a Free End User. As a Free End User, you are bound by certain usage and infrastructure limitations, including but not limited to: access to certain Features, Compute Time, and/or Storage limitations, as described in the “Developer” section of the page at https://edgeimpulse.com/pricing.
- 2.Things you can do (as ‘Paid End User’). Subject to and in consideration of timely payment of license fees and your compliance with these Terms and any ordering document entered into between you and Edge Impulse (or an authorized Edge Impulse Channel Partner), Edge Impulse hereby grants to you and your authorized users, a royalty free, limited, personal, non-exclusive, non-transferable (except as otherwise expressly allowed by this Agreement) license to: (i) access and use the Site and Services via the Internet address provided to Licensee by Edge Impulse; and (ii) use the Documentation. As a Paid End User, you are bound by certain usage and infrastructure limitations including but not limited to access to certain Features, Compute Time, and/or Storage limitations, as described on the ordering document entered into between you and Edge Impulse (or an authorized Edge Impulse Channel Partner). For clarity, in the event you are receiving or granted access to the Services from a:
- 1.Channel Partner, the foregoing license grant shall be conditional upon timely payment of license fees by the Channel Partner to Edge Impulse.
- 2.University Partner, the foregoing license is limited to academic and research purposes and non-commercial use only.
- 3.Things you can’t do. You will not (and you will not allow any other person to) do any of the following:
- 1.use the Services to design, produce, ship weaponry or any direct weaponry related applications, to identify any individual based on the individual’s race, ethnicity, gender, sexual orientation or other protected category. If you know or reasonably suspect that the Services will (or will likely) be used directly or indirectly for prohibited purposes, you will immediately notify us.
- 2.reverse compile, disassemble, decompile or engineer, copy, modify, adapt or create derivative works of or from the Services or any part thereof;
- 3.make the Services or documentation available to, or use the Services or documentation for the benefit of, any third party;
- 4.assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services or documentation, or include any Services or documentation in a service bureau or outsourcing offering;
- 5.permit direct or indirect access to or use of the Services or documentation in a way that circumvents any contractual usage limit;
- 6.copy the Services or documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under these Terms);
- 7.access or use any Services or documentation in order to build a competitive product or service;
- 8.collect, store or use personal data about other users;
- 9.circumvent or manipulate any Edge Impulse fee structure or billing process;
- 10.publish on or upload to the Site or Services anything unlawful, misleading, malicious, or discriminatory;
- 11.access or attempt to access any other Edge Impulse systems, programs, data or accounts that are not made available for public or your use;
- 12.copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site or Services;
- 13.work around any technical limitations in the Site or Services, use any tool to enable features or functionalities that are otherwise disabled in the Site or Services;
- 14.perform or attempt to perform any actions that would interfere with the proper working of the Site or Services, prevent access to or the use of the Site or Services by Edge Impulse’ other licensees or customers, or impose an unreasonable or disproportionately large load on Edge Impulse’ infrastructure;
- 15.frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Edge Impulse or the Site or Services, or use any Edge Impulse trademark or service marks, unless authorized to do so in writing by Edge Impulse;
- 16.attempt to probe, scan, or test the vulnerability of any Edge Impulse system or network or breach any security or authentication measures;
- 17.attempt to access or search the Site or Services, or download content from the Site or Services, through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Edge Impulse or other generally available third-party web browsers;
- 18.send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- 19.Upload, post or otherwise transmit material or data that contains software viruses or any other malicious code, files or programs;
- 20.impersonate or misrepresent your affiliation with any person or entity; or
- 21.otherwise use the Site or Services except as expressly allowed under the Terms.
- 4.The license granted in these Terms does not include any right to copy or resell the Site or any Service, or any content from the Site or the Services; or any collection and use of any service listings, descriptions, or prices. Any licenses granted by Edge Impulse pursuant to these Terms terminate if you do not comply with these Terms.
- 1.Edge Impulse’ (and its licensors’) Ownership of IP. The Site and the Services contain proprietary and confidential information of Edge Impulse and its licensors. 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 (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to the Site and the Services. In addition, Edge Impulse owns all rights, title and interest in and to all intellectual property rights in the system software, and the content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to the Site. The use, copying, redistribution, use or publication by you of any such parts of the Site or the Services, except as expressly authorized by these Terms or a separate written agreement between you and Edge Impulse, is prohibited. The Edge Impulse name, the Edge Impulse logo, and other Edge Impulse trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Edge Impulse. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners
- 2.Your Ownership of IP. Subject to the license you grant to use in Section 5.5, you own all right, title and interest in and to your Customer Data. You grant us a license to your Customer Data as provided for in Section 5.5.
- 1.Creating an Account; Information You Must Provide. If you register any account with Edge Impulse, You agree to provide accurate, complete registration information, and to keep that information current. You agree that Edge Impulse may store and use your registration information to maintain your account. You are responsible for your own actions, and for the actions of anybody accessing the Site or the Services using your credentials.
- 2.End User of a license paid for by a Channel Partner. If you received or were granted access to the Services from a Channel Partner, you acknowledge and agree that we may collect your login dates as part of tracking ‘non-use’ of the Edge Impulse platform (i.e., where a user has not accessed Edge Impulse Services for 30 days or more) and disclose such usage information to the Channel Partner so they can determine whether license to the Services should be re-assigned to another customer of the Channel Partner. If the Channel Partner determines that there is non-use, in their sole discretion, the Channel Partner can re-assign your license to another customer. At that time your paid access to the Services will expire and you can either pay fees directly to Edge Impulse to become a Paid End User or use the Services as a Free End User subject to applicable restrictions on use.
- 3.Information You Must NOT Provide; DISCLAIMERS.
- 1.Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Edge Impulse any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. EDGE IMPULSE EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD-PARTY CONFIDENTIAL INFORMATION.
- 2.Restricted Data. Despite anything to the contrary in these Terms, you will not (and will not allow any other person to) submit, upload, or transmit any Restricted Data to or in connection with the Site or Services or otherwise provided Restricted Data to Edge Impulse. “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. EDGE IMPULSE EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY RESTRICTED DATA.
- 4.International Access. You are responsible for complying with local laws and regulations related to your access to the Site and Services, whether within the United States or from outside the United States.
- 5.Your License Grant to Us. You grant to Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control, to use, copy, modify, create derivative works, publicly display, publish and distribute your Customer Data, without any further consent, notice and/or compensation to you or others. You can end this license for your Customer Data or any portion thereof by deleting such content from the Site, except to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it.
- 6.In addition, despite anything to the contrary, we shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and the Services and related systems and technologies (including, without limitation, information concerning Customer Data), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site and Services and for other development, diagnostic and corrective purposes in connection with the Services, and (ii) disclose such data solely in anonymous or other de-identified form in connection with our business.
- 7.You will abide by all applicable local, state, national, and international laws and regulations in connection with providing the Customer Data, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Services and all applicable privacy laws (including but not limited to the California Consumer Privacy Act, the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4), 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”) and/or other applicable data protection or national/federal or state/provincial/emirate privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable government authorities.
- 8.Export Compliance. The Services may be subject to U.S. export controls, specifically the Export Administration Regulations. You will 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. You will not transfer, export or re-export, directly or indirectly, the Services to any Prohibited Entity, and you affirm that you are not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).
- 1.You Will Keep Your Account Secure. You agree to: (i) keep your password and online ID secure and strictly confidential; (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person; (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. You agree to indemnify and hold harmless Edge Impulse from and against any and all liability arising in any way from the access to the Site by persons to whom you have provided your online ID and/or online password. In addition, you are responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with using the Site, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all privacy and data protection laws, rules and regulations.
- 2.The Internet is Not Guaranteed to be Safe. Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. EDGE IMPULSE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR CUSTOMER DATA.
Edge Impulse may make available at https://www.edgeimpulse.com/projects (or such successor site designated by Edge Impulse, “EdgeHub”) as part of the Services. You will behave appropriately on EdgeHub at all times, including but not limited to complying with these Terms of Service.
- 1.Community Contributions. You may submit public projects and any derived assets to EdgeHub for use by others (“Contributions”), subject to the following terms:
- 1.We do not assert any ownership over Contributions. You retain full ownership of all of your Contributions and any intellectual property rights therein. You are solely responsible for Contributions and you expressly agree to exonerate Edge Impulse from any and all responsibility and to refrain from any legal action against us regarding Contributions.
- 2.By submitting Contributions, you hereby grant, and you represent and warrant that you have the right to grant, to Edge Impulse, an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your name and attribution) for any purpose and through any medium and to prepare derivative works of, or incorporate into other works, suchContributions, and grant and authorize sublicenses of the foregoing. You waive all moral rights to Contributions, and you represent and warrant that moral rights have not otherwise been asserted in Contributions.
- 3.You will make Contributions available in accordance with Edge Impulse’s standard licensing requirements for EdgeHub.
- 4.You represent and warrant that: (i) You are the creator or owner of and have all necessary rights to submit the Contributions and grant the rights hereunder; (ii) use or distribution of the Contributions as permitted by the license they are offered under will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) violate any applicable law or regulation.
- 5.You further represent and warrant that (i) Contributions will follow industry best practices on security and privacy and (ii) If yourContribution sends data from users to you or third parties, you will get prior explicit permission for such activities. You grant Edge Impulse permission to conduct security testing on your Contributions, including, at Edge Impulse’s option and in Edge Impulse’s sole discretion, penetration testing and submission to bug bounty programs.
- 6.We have no obligation to monitor, screen, assess or evaluate Contributions. We have the right, in our sole and absolute discretion, (i) to edit, redact or otherwise change any Contributions, (ii) to re-categorize any Contributions or to place them in more appropriate locations within EdgeHub, and (iii) to pre-screen or delete any Contributions at any time and for any reason, without notice.
- 2.Community Resources. EdgeHub may make available (under various licenses) public projects and materials that are created by third parties or by Edge Impulse (collectively, “Community Resources”). Community Resources are licensed to you directly by the creator responsible for the respective Community Resource, and subject to the terms of the applicable license. You are required to comply with the terms of the applicable license. If no license is specified for a Community Resource, you agree to be subject to and comply with the Apache 2.0 license with respect to such Community Resource. You are solely responsible for vetting the suitability of any Community Resources (and their corresponding license terms) for your intended purposes.
- 3.Remedies. Edge Impulse reserves the right to suspend or terminate your use of EdgeHub, or to block or remove your Contributions for any or no reason.
- 4.Notices. We respect the intellectual property rights of others and we ask you to do the same. If you are a copyright or trademark owner (or an agent of a copyright owner) and believe that any Community Resource or other content on the Services infringes upon your copyrights or trademarks, you may submit a notification pursuant to our DMCA Policy.
WARRANTY DISCLAIMERS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THESE TERMS, EDGE IMPULSE MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE AND ANY SERVICES, EDGEHUB, OR THIRD-PARTY PRODUCTS OR SERVICES, AND WE HEREBY DISCLAIM ALL WARRANTIES OR GUARANTEES WITH RESPECT TO THE SITE, SERVICES, OR ANY THIRD-PARTY PRODUCT OR SERVICE WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE ANY SERVICES OR THIRD-PARTY PRODUCT WILL BE ERROR FREE OR THAT ANY SERVICE WILL SUCCEED IN RESOLVING ANY PROBLEM. EDGE IMPULSE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR SERVICE ITS SERVERS, ANY APPLICATIONS, OR ANY THIRD-PARTY PRODUCT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
GENERAL DISCLAIMERS. YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET-BASED SERVICE DELIVERY IS SUCH THAT CONFIDENTIALITY AND PERFORMANCE CANNOT BE COMPLETELY ASSURED. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF CUSTOMER DATA.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Edge Impulse assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. Edge Impulse is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Service.
We welcome feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You can submit Feedback by emailing us at [email protected] or through the functionality available on the Site. In addition, Edge Impulse may invite you to participate in an online community, surveys or forum (“Forums”) for the purpose of increasing the usability and functionality of the Site. Any data or other information you provide in connection with any Forum will be deemed to be Feedback. Edge Impulse may moderate the Forum but is not responsible for the information or posts of any member of the Forum. We reserve the right to remove any posts which do not fit the spirit of the Forum or do not follow the guidelines of these Terms, and to disallow access to any Forum participants who violate the intent and spirit of these Terms. No reproduction of the Forum content is permitted without written authorization from Edge Impulse. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.
The Site may contain links to third-party websites or resources. We provide these links, if any, only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. Your browsing and interaction on any third-party websites, app, or service, including those that have a link or advertisement on our Sites are subject to that third party’s own rules and policies. We are not responsible for the practices employed by websites, mobile apps, or services linked to or from the Service, including the information or content contained therein; you acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources. In addition, you agree that we are not responsible for and we do not have any control over any third parties that you authorize to access your Personal Information. However, we seek to protect the integrity of our Site and welcome any feedback about these websites.
- 1.Term. These Terms commence on the date on which you accept them and, unless terminated earlier, will continue until terminated. If you are entering into the Terms on behalf of a company, business or other legal entity, you represent that you have the authority to contractually bind such entity to these Terms. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH ENTITY TO THESE TERMS, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND YOU MAY NOT ACCESS OR USE THE SERVICES.
- 2.Termination. Unless otherwise provided for in a separate written agreement between Edge Impulse and you, and in addition to Edge Impulse’s other rights, Edge Impulse may cancel your account, and/or terminate your rights to any or all of the Site and/or the Services if you provide false, inaccurate or incomplete information to us, if you are in breach of any of your obligations under these Terms, or if your account is associated with a competitor of Edge Impulse. Edge Impulse further reserves the right to discontinue or suspend any aspect of or access to the Services at any time. You may cancel your account at any time by sending an email to us at [email protected]
- 3.Effect of Termination. Upon termination of these Terms (i) your right to access and use the Site and Services will immediately terminate; and (ii) any fees you owe (if any) will become immediately due and payable. Except as expressly granted herein, you will not be entitled to any refund on any portion of any fees or other charges paid in connection with these Terms. Any termination pursuant to this Section shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- 4.Survival. Sections 3.3, 3.4, 4, 5.2 through 5.8, 6-10, 12.3, 12.4, and 13-16, plus all related definitions and all accrued rights to payment (if any) will survive any termination or expiration of these Terms.
You agree to defend, indemnify and hold harmless Edge Impulse, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site and the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; and (iv) any claim that any of your Customer Data caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Edge Impulse Site.
IN NO EVENT WILL EDGE IMPULSE OR OUR CHANNEL PARTNER(S) BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES OR PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, EDGEHUB, OR THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF EDGE IMPULSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EDGE IMPULSE’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO EDGE IMPULSE BY YOU UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE UNDER THIS AGREEMENT.
Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THOSE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
These Terms constitute the entire and exclusive understanding and agreement between Edge Impulse and you regarding the Site and the Services, and supersede and replace any and all prior oral or written understandings or agreements between Edge Impulse and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Edge Impulse’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be void and of no effect. Edge Impulse may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Edge Impulse’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Edge Impulse. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole venue for all disputes relating to these Terms shall be in Santa Clara County, California.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND EDGE IMPULSE AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
You and Edge Impulse agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Site or the Services will be resolved by binding arbitration on an individual basis, except that you and Edge Impulse are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of any intellectual property.
Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of these Terms. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
To the extent not in conflict with the AAA Consumer Arbitration Rules, each party will be responsible for its own fees and costs of the arbitration.
YOU AND EDGE IMPULSE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Edge Impulse are instead electing to have claims and disputes resolved by arbitration. In any litigation between you and Edge Impulse over whether to vacate or enforce an arbitration award, YOU AND EDGE IMPULSE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Despite any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Edge Impulse is entitled to arbitration.