Welcome to Edgemesh Corporation (“Edgemesh”,“Provider”,“us”, “we” or “our”). These Terms of Service (the “Terms of Service” and/or “Terms”) contain the legal terms and conditions that govern your use of and access to www.Edgemesh.com and any related sites (the “Site”) and our Agents, Software, Documentation, Forums and Content (all as defined below and collectively, the “Services”) (the Site and the Services are referred to collectively as the “Edgemesh Properties”). Please review these Terms of Service carefully before using the Services.
If you have entered into a separate paid Enterprise agreement with us for specific services, then the terms of that agreement controls if it conflicts with these Terms.
If you have not entered into a separate paid agreement with us for specific services, then by using the Edgemesh Properties, clicking on the “I Agree” Button, completing the registration process, and/or browsing the Site or downloading any of our Agents, you represent that (1) you have read, understand, and agree to be bound by the Terms of Service, (2) you are of legal age to form a binding contract with Edgemesh, and (3) you have the authority to enter into the Terms of Service personally or on behalf of the company or other organization you have named as the user, and to bind that entity to these Terms of Service. In the event you are agreeing to these Terms of Service on behalf of a company or organization, “you” and “your” will refer to the entity you are representing.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Terms.”
1.1 Edgemesh May Discontinue the Services
Edgemesh may choose to modify or discontinue the Services, including any portions of the Services as we update our offerings and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you.
1.2 Edgemesh May Modify These Terms.
Edgemesh, at any time (i) with or without notice, may monitor, modify any aspect of, limit, suspend or terminate your use of or access to any or all of the Services or, any system, software, content, or data accessible through or using the Services; and (ii) upon notice, shall have the right to modify any applicable charges or fees. For avoidance of doubt, you represent and warrant that you have obtained all required approvals, permissions, licenses and authorizations to the extent necessary for you and your employees and agents as well as, your customers, in each case, activated by you or Edgemesh from time to time (collectively “Users”) to use the Services to access and use the Services or any system, software, content, or data accessible through or using the Services. You acknowledge and agrees that you are responsible for all of your and Users’ connectivity to and from the Services including, through cables, virtual private networks, the internet or other means, including establishing and maintaining all of the foregoing.The most current version of these Terms will be posted on Site. When changes are made, Edgemesh will make a new copy of the Terms available at the Site and any new Supplemental Terms will be made available from within, or through, the affected Service on the Site or within the Agent. We will also update the “Last Updated” date at the top of the Terms of Service. Any changes to the Terms will be effective immediately for new users of the Edgemesh Properties and, for all other users, any changes to the Terms will be effective thirty (30) days after posting notice of such changes on the Site, or within or through the affected Service on the Site, as applicable. If we determine in our sole discretion that an update is material, we will notify you through the Service and/or by email to the email address associated with the Administrator (defined below) for your account. We may also inform you of updates to the Terms in our blogs. We may require you to provide consent to the updated Terms in a specified manner before further use of the Edgemesh Properties is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Edgemesh Properties. Otherwise, your continued use of the Edgemesh Properties constitutes your acceptance of such change(s). Please check the Site regularly to view our then-current Terms.
1.4 Your Account.
In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by our registration form (“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using the Edgemesh Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree not to create an account using a false identity or information. You agree not to create an account or use the Edgemesh Properties if you have been previously removed by Edgemesh, or if you have been previously banned from any of the Edgemesh Properties. Edgemesh may provide you and/or any Users with identifiers, security devices or prescribe security procedures relating to use or access to some or all of the Services, which may include, but may not be limited to, any digital certificate(s), unique identifiers, user name(s) or password(s) under separate cover which may be required to access or use the Services (collectively, “Passwords”). You agree that (i) you shall not, nor shall you permit any Users or any other person to, remove, modify, exchange, disable, penetrate or otherwise defeat any such Passwords or security procedures, (ii) you will take (and will cause Users to take) all necessary actions to preserve the confidentiality of such Passwords and security procedures, (iii) you shall restrict access to the Passwords and the Services to those persons who are duly authorized to have such access on your behalf; (iv) you are responsible for ensuring that all information contained in any request for a Password is complete and correct; (v) you are responsible for all acts or omissions that occur under any Password; and (vi) you shall notify Edgemesh immediately in writing in the event that you learn that: (a) any such Password is lost, stolen, or improperly disclosed to anyparty; (b) the authority or employment of any of the Users, provided with a Password has been or is about to be terminated; © the confidentiality of any Password has been compromised in any way; (d) you learn about a possible or actual unauthorized access to or use of the Services; or (e) your or any of the Users’ membership, regulatory license or other license or authorization required for your use of the Services or of any system, software, content or data accessible through or using the Services is terminated, revoked or suspended.
1.5 Use of the Edgemesh Properties.
Subject to compliance with these Terms of Service, Edgemesh grants to you a limited, non-exclusive, non-transferrable, non-sublicensable right to: (i) access and use the Edgemesh Properties for your internal business purposes; (ii) use the Documentation in support of such access and use of the Edgemesh Properties; and (iii) reproduce portions of the Edgemesh Properties for the sole purpose of using the Edgemesh Properties for your internal business purposes. Unless otherwise specified by Edgemesh in a separate license, your right to use any Edgemesh Properties is subject to the Terms.
Use of any of our software agents and associated documentation that is made available via the Site or the Services (each an “Agent”) is governed by the terms of the license agreement that accompanies or is included with the Agent, or by the license agreement expressly stated on the Site page(s) accompanying the Agent. These license terms may be posted with the Agent downloads or at the Site page where the Agent can be accessed. You will not use, download or install any Agent that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will Edgemesh provide you with any tangible copy of an Agent. Edgemesh shall deliver access to the Agents via electronic transfer or download and shall not use or deliver any tangible media in connection with the (i) delivery, installation, updating or problem resolution of any Agents (including any new releases); or (b) delivery, correction or updating of documentation. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Agents is prohibited, including any copying or redistribution of the Agents to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Agent (except as provided in the following sentence). If the Agent is a pre-release or beta version, then, except for anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Agent for any commercial purposes. If no license agreement accompanies use of the Agent, use of the Agent will be governed by the Terms. Subject to your compliance with the Terms, Edgemesh grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Agents for the sole purpose of enabling you to use the Services in the manner permitted by the Terms.
You understand that the Edgemesh Properties are evolving. As a result, Edgemesh may require you to accept updates to the Edgemesh Properties that you have installed on your and/or User’s computer or mobile device. You acknowledge and agree that Edgemesh may update the Edgemesh Properties with or without notifying you. You may need to update third-party software from time to time in order to use the Edgemesh Properties.
Free Trials and Other Promotions.
Any free trial or other promotion that provides you with free access to Commercial Services (defined below) must be used within the specified time of the trial. At the end of the trial period, your use of that Commercial Service will expire and any further use of such Commercial Service is prohibited unless you pay the applicable fees.
1.6 Certain Restrictions.
The rights granted to you in the Terms are subject to the following restrictions: You may not (i) copy, modify, host, sublicense or resell the Services; (ii) frame or utilize framing techniques to enclose any trademark, logo, or other Edgemesh Properties (including images, text, page layout or form) of Edgemesh; (iii) use metatags or other “hidden text” using Edgemesh’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Edgemesh Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; (vi) access the Edgemesh Properties in order to build a similar or competitive website, application or services; (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the Edgemesh Properties; (viii) access or attempt the access the Services by any means other than what Edgemesh provides or expressly allows; (ix) modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services, Edgemesh, or any other Edgemesh service; (x) reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services, without the express written permission by Edgemesh; (xi) transmit any worms or viruses or any code of a destructive nature; or circumvent any use restrictions put into place to prevent certain uses of the Services; (xii) violate any intellectual property right of any third party or behave in a manner that is unlawful, or otherwise in violation of our Community Guidelines; (xiii) misrepresent your affiliation with a person or entity; (xiv) attempt to disable, impair, or destroy the Services or disrupt or inhibit any other user from using the Services; (xv) market or advertise through the Services; (xvi) use any data mining or similar data gathering and extraction methods in connection with the Services; or (xvii) use the Edgemesh Properties to violate any applicable law.
1.7 Availability of the Services.
Information describing the Services is accessible worldwide but this does not mean the Services or certain portions of the Services are available in your country. We may restrict access to portions of the Services in certain countries. It is your responsibility to make sure your use of the Services is legal in the country where you reside. The Services may not be available in all languages. If at Edgemesh’s reasonable determination, you are using the Edgemesh Properties in a manner that violates laws, creates an excessive burden or potential adverse impact on Edgemesh’s systems, in addition to any of its other rights or remedies, Edgemesh may, without liability to Edgemesh, immediately suspend your access to the Edgemesh Properties.
1.8 Your Data.
Use of the Services may depend on your transmission of certain data (your “Data”). You retain all rights and ownership in your Data. We do not claim any ownership rights in your Data. You represent and warrant that you have the necessary rights and licenses required to provide your Data to Edgemesh in connection with your use of the Services and that by providing your Data in this manner, you will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations or laws. Without limiting the generality of the foregoing, you shall provide all notices to, and obtain any consents from, any data subject as required by any applicable law, rule or regulation in connection with the processing of any personally identifiable information of such data subjects via the Services by Edgemesh and/or you. You shall be solely responsible for ensuring that any processing of Data by Edgemesh and/or you via the Services does not violate any applicable laws. You shall not process or submit to the Services any Data that includes any: (i) “personal health information,” as defined under the Health Insurance Portability and Accountability Act, unless it enters into a separate agreement with Edgemesh relating to the processing of such data; (ii) government issued identification numbers, including Social Security numbers, driver’s license numbers and other state-issued identification numbers; (iii) financial account information, including bank account numbers; (iv) payment card data, including credit card or debit card numbers; or (iv) “sensitive” personal data, as defined under Directive 95/46/EC of the European Parliament (“EU Directive”) and any national laws adopted pursuant to the EU Directive, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense.
User Option to Encrypt.
Edgemesh provides you with the option to encrypt the transmission of your Data. You acknowledge that it is your responsibility to encrypt the transmission of your Data should you wish to protect it. In the event you decide not to utilize encryption and transmit your Data unencrypted over a network, you assume all related risks for doing so. Edgemesh will not be liable for any liabilities arising from your use of the Services (including your transmission of Data) over the internet or other network. You agree and acknowledge that Edgemesh shall have no liability or responsibility in connection with any system software, products, services, materials, content, data and/or applications that are not encrypted.
1.9 Edgemesh Stores Your Data in the United States.
Edgemesh provides the Service from the United States. By using and accessing the Service, you understand and agree to the storage and processing of your Data and any other information you choose to provide in the United States. Edgemesh reserves the right to store and process your Data and any other information you choose to provide outside of the United States and will endeavor to give you 30 days’ notice in the event of such a change.
1.10 Edgemesh Proprietary Rights.
Except with respect to your Data and your User Content (defined below), you agree that Edgemesh and our suppliers own all rights, title and interest in the Edgemesh Properties and Content. Edgemesh’s Software and other technology that may be used to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Edgemesh Properties. You agree not to take any action to challenge the validity of, oppose or otherwise interfere with any intellectual property rights of Edgemesh in or related to any or all aspects of the Services or any system, software, content, or data accessible through or using the Services, including opposing issuance of any patent applications of Edgemesh and/or affiliates, or opposing or taking any action to challenge the validity of any filed, pending , issued and/or drafted patents of Edgemesh and its affiliates. These terms do not grant you any right, title, or interest in any of the Edgemesh Properties or any Content other than your Data and your User Content. These Terms do not grant you any rights to use the Edgemesh trademarks, logos, domain names, or other brand features.
1.11 Your Feedback.
We appreciate your ideas, comments, suggestions, documents and/or proposals (“Feedback”). You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant Edgemesh a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback.
2.1 Edgemesh Forums.
Your Edgemesh account may provide you access to the Edgemesh Community Forums and other public areas on the Edgemesh Properties (collectively, the “Forums”). By accessing the Forums, you acknowledge that you are solely liable and responsible for how you use the Forums, as well as any damages that may result from the disclosure of your User Content. You also acknowledge that it is possible that you will be exposed to User Content from others that you may consider offensive, indecent, or otherwise objectionable. Views expressed on the Forums do not necessarily reflect Edgemesh’s views. Edgemesh does not endorse User Content posted by you or others. Certain User Content from others may be incorrectly labeled, rated, or categorized.
License to Your Content.
You grant Edgemesh a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, User Content (in whole or in part) for the purposes of operating and providing the Services to you. Please remember that other users may search for, see, use, modify and reproduce any of your User Content that you submit to any Forum or other “public” areas of the Edgemesh Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Edgemesh, are responsible for all of your User Content.
No Obligation to Pre-Screen User Content.
You acknowledge that Edgemesh has no obligation to pre-screen any information, data, text, software, music, sound, photographs, video, messages, tags or other materials submitted by you or other users (“User Content”) posted or otherwise made available by users and accessible through the Edgemesh Properties (“Edgemesh Content”), although we reserve the right in our sole discretion to pre-screen, refuse or remove any User Content. By entering into the Terms, you provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of you User Content and that we reserve the right to remove any User Content that violates the Terms or is otherwise objectionable. In the event that we pre-screen, refuse or remove any User Content, you acknowledge that we will do so for our benefit, not yours.
Unless expressly agreed by Edgemesh in writing elsewhere, we have no obligation to store any of your User Content that you upload, post, email, transmit or otherwise make available on or through the Edgemesh Properties. We have no responsibility or liability for the deletion or accuracy of any User Content, including the failure to store, transmit or receive transmission of your User Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the Edgemesh Properties.
2.2 Commercial Services.
Edgemesh offers several types of paid Services subject to Supplemental Payment Terms (“Commercial Services”). Commercial Services are listed on Edgemesh’s product information page available at www.Edgemesh.com/products. Any information provided by Edgemesh regarding potential future products, features, or functionality is intended to outline our general product direction and should not be relied upon by you in making a purchasing decision. Any information shared with you regarding potential future products is not a commitment, promise, or legal obligation to deliver any material, code, or functionality. The development, release, and timing of any future features or functionality described for our products remains at Edgemesh’s sole discretion and may be altered or withdrawn at any time without notice.
2.3 Account Administrators.
You may specify end users as “Administrators” through the administrative console of the Services. Administrators may have the ability to access, disclose, restrict or remove Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts for their end users. Edgemesh responsibilities do not extend to your internal management or administration of the Services. You are responsible for: (i) maintaining the confidentiality of passwords of your account and any Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators’ use of the Services complies with this Agreement.
2.4 Unauthorized Use & Access.
You will prevent unauthorized use of the Services by your Administrators and your end users and terminate any unauthorized use of or access to the Services. You will promptly notify Edgemesh of any unauthorized use of or access to the Services.
2.5 Third Party Technology.
The Services may contain links to third party websites or technology (for example, we may host a library of plugins created by entities other than Edgemesh) (“Third Party Technology”). Edgemesh does not endorse and is not responsible or liable for the products or services provided by such third parties. Edgemesh is not responsible for the operation or functionality of such Third Party Technology. You are solely responsible for your use of any Third Party Technology. In addition, we may provide you with software governed by an open source license. If there are provisions in those open source licenses that expressly conflict with these Terms, the relevant open source license terms will apply. ANY THIRD PARTY TECHNOLOGY DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH YOUR USE OF THE Edgemesh PROPERTIES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH THIRD PARTY TECHNOLOGY.
You shall indemnify and hold harmless Edgemesh, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners and licensors (collectively, “Edgemesh Entities”) harmless against any and all costs, expenses, losses, liabilities, obligations, settlement amounts, damages and penalties (collectively, “expenses”), to which any Edgemesh Entities may become subject including, reasonable legal and other professional fees incurred in investigating, defending or appealing pending or threatened claims, actions, suits, proceedings, arbitrations or causes of actions (collectively, “claims”) arising out of or relating to: (i) use of or access to the services; (ii) any breach of this agreement or failure by you or Users to carry out any representations, warranties, obligations or responsibilities hereunder; (iii) your failure to comply with applicable laws; or (iv) any introduction of virus, worm, trojan horse, malicious code, disabling code or other executables into the services, in each case, except to the extent a court of applicable jurisdiction finds in a non-appealable judgment that such expenses resulted directly and primarily from Edgemesh’s gross negligence or willful misconduct.
EDGEMESH PROVIDES THE EDGEMESH PROPERTIES “AS IS” AND ON AN “AS AVAILABLE” BASIS. YOUR USE OF THE EDGEMESH PROPERTIES IS AT YOUR OWN RISK. EDGEMESH PROVIDES THE EDGEMESH PROPERTIES WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Edgemesh makes no warranty or condition that the Edgemesh Properties will meet your requirements or be uninterrupted, timely, secure or error-free. Edgemesh makes no warranty or condition that results obtained from your use of the Edgemesh Properties will be accurate or reliable or that any errors in the Edgemesh Properties will be corrected. Edgemesh will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Edgemesh Properties. No advice or information, whether oral or written, obtained by you in connection with your use of the Edgemesh Properties shall create any warranty not expressly stated in these Terms. FROM TIME TO TIME, EDGEMESH MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OR CONDITION OF ANY IND, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME AT OUR SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES AND TOOLS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EDGEMESH ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT Edgemesh HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Edgemesh’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE SITE, THE AGENTS AND THE FORUMS WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FIFTY U.S. DOLLARS (U.S. $50) OR THE AMOUNTS YOU PAID TO EDGEMESH IN THE ONE MONTH IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Edgemesh AND YOU. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
We reserve the right to suspend or cease providing the Edgemesh Properties or any portion of the Edgemesh Properties, at any time, with or without cause, and with or without notice. We may suspend or terminate your use of the Edgemesh Properties if you are not complying with these Terms, or if you use the Services in any way that could cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance. If you want to terminate the Services at any time, you may do so by (a) notifying Edgemesh and (b) closing your account for the Services that you use. Your written notice should be sent to Edgemesh’s address set forth in the Notice section below or to: billing@Edgemesh.com.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and data associated with or inside your account, including your Data. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of your Data associated therewith from our live databases. Edgemesh will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Data. All provisions of these Terms, which by their nature should survive, shall survive termination of Services, including without limitation ownership provisions, warranty disclaimers and limitations of liability.
The communications between you and Edgemesh use electronic means, whether you visit the Edgemesh Properties or send us e-mails, or whether we post notices on the Edgemesh Properties or communicate with you via e-mail. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. Your consent in this section does not affect your statutory rights.
Where Edgemesh requires that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us at the following address: Edgemesh Corporation 150 West 58th Street, 13S New York NY 10019. Such notice shall be deemed given when received by Edgemesh by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
You may not use, export, import or transfer the Edgemesh Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Edgemesh Properties and any other applicable laws. In particular, but without limitation, the Edgemesh Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone of the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Edgemesh Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Edgemesh Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Edgemesh are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the Edgemesh Properties, or any portion thereof, either directly or indirectly, to any country in violation of such laws and regulations.
If you are a U.S. government entity, you acknowledge that any Services provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
The Terms and any action related thereto will be governed and interpreted by and under the law of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Edgemesh’s rights and remedies and your obligations in this Agreement are cumulative. This Agreement shall be binding upon your and your respective successors and assigns and inure to the benefit of Edgemesh Entities and their respective successors and assigns. You shall have no right to assign this Agreement or sub-contract or assign any of its rights or obligations under this Agreement without the prior written approval of Edgemesh which Edgemesh has the right to withhold in its sole discretion. Edgemesh shall have the right to assign this Agreement, and/or subcontract or assign any of its rights or obligations under this Agreement, in each case, in whole or in part to any of Edgemesh Entities or an acquirer, in whole or in part, of any of the business or assets of Edgemesh or any of its affiliates. If any provision of this Agreement is declared or found to be invalid, illegal, unenforceable or void, then (i) the parties to this Agreement shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable or void, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it valid, legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is valid, legal and enforceable and achieves the same objective, and (ii) the remaining provisions hereof shall be unimpaired and remain in full force and effect.
Edgemesh shall not be liable for any failure to perform any of its obligations under these Terms during any period in which such failure to perform arises directly or indirectly out of an act of nature, acts of the public enemy, embargoes, insurrection, riot, the intervention of any government authority or any other act beyond Edgemesh’s reasonable control. Without limiting the foregoing and in addition thereto, Edgemesh shall not be responsible or liable for any delay or other failure to perform due to any or all act(s) or omission(s) of telecommunication providers, interconnection service providers, landlords, carriers, suppliers or any third parties.
THE SERVICES MAY INCLUDE OR PROVIDE ACCESS TO OR USE TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SERVICES OR SUCH TECHNOLOGY COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.