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Edgemesh Software Terms & Conditions

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 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. Services

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.

1.3 Privacy

The Edgemesh Privacy Policy http://Edgemesh.com/privacy governs any of the personal information that you provide to us.

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; (c) 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.

Agent License

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.

Updates

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. Use

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.

Storage

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.

3. Indemnification

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.

4. The Service is Available “AS-IS” AND WITHOUT WARRANTY

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.

5. Edgemesh’s Limitation of Liability

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.

6. Termination

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.

7. Effect of Termination

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.

8. Electronic Communications

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.

9. Notice

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.

10. Export Control

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.

11. Government Use

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.

12. Governing Law

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.

13. Cumulative Rights and Remedies; Binding Nature; Severability; Assignment

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.

14. Force Majeure

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.

15. NOT FAULT TOLERANT

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.

Edgemesh Allocation Terms & Conditions

  • Effective: July 16, 2026
  • Version: 1.3
  • Provider: Edgemesh Corporation ("Edgemesh," "we," "us," "our")

These Allocation Customer Terms & Conditions (the "Terms") govern your access to and use of the Allocation service and related deliverables (the "Services") provided by Edgemesh. These Terms are incorporated into and form part of each Order Form executed between Edgemesh and the customer identified on that Order Form ("Customer," "you," "your"). By signing an Order Form or otherwise using the Services, you agree to these Terms.

1. Definitions

  • "Order Form" means the ordering document executed by the parties that identifies the Services, the per-domain fee, the guarantee structure and targets, the Assumptions Schedule, and other commercial terms, and that incorporates these Terms by reference.
  • "Managed Channels" means the Meta and Google advertising accounts, campaigns, and ad spend that Edgemesh operates on Customer's behalf under the Order Form.
  • "Media Spend" means amounts paid to the advertising platforms (Meta, Google, and any other platform identified on the Order Form) for advertising delivered through the Managed Channels. Media Spend is funded by Customer and is not part of Edgemesh's fee.
  • "MER" means Marketing Efficiency Ratio, calculated as net Shopify web revenue (net of returns, refunds, and discounts, and excluding app and POS revenue) divided by managed Meta + Google ad spend, as further defined in the Order Form and the Guarantee Documentation.
  • "POC" means the proof-of-concept period consisting of the first three (3) full calendar months of the Term, measured by monthly anniversaries of the Effective Date (Months 1–3; marketed as the "90-day POC"), during which Edgemesh assumes management of spend in steps and the Performance Guarantee does not apply.
  • "Performance Guarantee" means Edgemesh's monthly guarantee of the Guaranteed Target, which applies once Edgemesh reaches Full Management, as defined in Section 6, the Order Form, and the Guarantee Documentation.
  • "Full Management" means Edgemesh's management of one hundred percent (100%) of Customer's Meta and Google advertising spend within the Managed Channels. Full Management begins after the POC, once Edgemesh has assumed management of the full spend.
  • "Guaranteed Target" means the monthly performance benchmark mutually agreed by the parties, expressed as a revenue target and an efficiency target (together with the implied managed-spend level for that month), selected by Customer from the achievable options Edgemesh models for that month under the Guarantee Documentation.
  • "Guarantee Documentation" means Edgemesh's then-current guarantee and mechanics document referenced by the Order Form, as updated from time to time by agreement of the parties.
  • "Assumptions Schedule" means the set of agreed inputs and operating assumptions, set out in or referenced by the Order Form, on which each month's guaranteed target is built.
  • "Customer Data" means data Customer provides or makes accessible to Edgemesh, and data Edgemesh collects on Customer's behalf in operating the Services, including Shopify, Meta, and Google account and performance data.
  • "Forecast" means an illustrative, pre-engagement or in-engagement projection of expected results. A Forecast is not a guarantee.

2. The Services

Edgemesh provides a managed advertising and analytics service in which Edgemesh:

(a) Operates Customer's Meta and Google advertising accounts on Customer's behalf in an agency capacity, including planning, building, launching, optimizing, and adjusting campaigns and budgets within the Managed Channels and the agreed spend band;

(b) Provides bundled Analytics and Attribution built on Edgemesh's server-side, first-party data platform; and

(c) Once Edgemesh reaches Full Management, provides the Performance Guarantee described in Section 6.

The specific scope, domains, targets, spend band, and deliverables for a given engagement are stated in the Order Form. Edgemesh will perform the Services using commercially reasonable skill and care. Edgemesh does not provide legal, tax, or accounting advice.

3. Order Forms & Incorporation

Each engagement is governed by an Order Form that incorporates these Terms. In the event of a conflict, the Order Form (including its Assumptions Schedule and guarantee targets) controls over the Guarantee Documentation, which controls over these Terms — except that these Terms control over the Order Form and the Guarantee Documentation on matters of limitation of liability, indemnification, and dispute resolution. A Data Processing Addendum ("DPA"), if executed or referenced, is incorporated by reference (see Section 9).

4. Fees, Billing & Taxes

(a) Fee. The fee for the Services is $7,500 per month, per domain, flat, as stated on the Order Form. The fee applies throughout the engagement, including the POC, regardless of the amount of Media Spend managed in any given month.

(b) Media Spend is separate. Edgemesh's fee does not include Media Spend. Customer funds all Media Spend directly with the platforms, or reimburses Edgemesh where the Order Form provides for Edgemesh-fronted spend. Media Spend is never part of Edgemesh's fee, its revenue, or — for the avoidance of doubt — any guarantee remedy (see Section 6).

(c) Billing. Billing cadence, invoicing, and payment terms are set out in the Order Form.

(d) Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, and similar taxes, excluding taxes on Edgemesh's net income.

5. Term & Termination

(a) Term. These Terms and each Order Form are month-to-month.

(b) Termination for convenience. Either party may terminate the engagement at any time on 30 days' written notice, including during the POC. No annual commitment or lock-in applies.

(c) Effect of termination. On termination, Customer pays for Services rendered through the effective date. Any guarantee credit owed for a missed month with no subsequent month is refunded rather than credited (see Section 6). Edgemesh will, on request and where commercially reasonable, cooperate in an orderly transition of account access back to Customer.

(d) Survival. Sections 8–16 survive termination.

6. The Performance Guarantee

(a) Forecast vs. Guarantee — timing. Edgemesh provides an illustrative Forecast from the start of the engagement. The Performance Guarantee applies only once Edgemesh reaches Full Management — that is, once Edgemesh manages one hundred percent (100%) of the Managed Channels, which occurs after the POC. Edgemesh makes no guarantee before Full Management, and a Forecast is not a guarantee.

(b) Mechanics by reference. For each month at or after Full Management, the parties mutually agree a Guaranteed Target consisting of a revenue target and an efficiency target, together with the implied managed-spend level. Edgemesh models the achievable options for the account and month; Customer selects the Guaranteed Target from those options, as further described in the Guarantee Documentation. The spend band, the measurement methodology, and the monthly reset are governed by the Order Form and the Guarantee Documentation, which are incorporated here by reference. Net Shopify web revenue and managed Meta + Google spend are measured from authoritative source data each month from the first full month of Full Management.

(c) Remedy — capped at Edgemesh's fee. If Edgemesh misses a guaranteed month, the remedy is that that month's $7,500 fee is credited to the following month, or refunded on termination if there is no following month. The guarantee remedy is capped at Edgemesh's own monthly fee and never extends to, reimburses, or is measured against Customer's Media Spend. This fee credit/refund is Customer's sole and exclusive remedy for a missed guaranteed month.

(d) Assumptions Schedule re-bases the target. Each month's target is built on the Assumptions Schedule. A change to any agreed input or operating assumption (for example, the spend band, promotion calendar, pricing/AOV, product launches, or maintenance of other channels) re-bases the target through a new, pro-rated Forecast — the guarantee is adjusted, not voided.

(e) Platform Disruption & Force Majeure — suspension. Distinct from the Assumptions Schedule, a Platform Disruption means an advertising-platform or technology-provider event outside Edgemesh's control (including outages, material algorithm or auction changes, attribution/privacy/policy changes, account restrictions, suspensions, learning-phase resets, disapprovals, or delivery throttling not caused by Edgemesh) — in each case only where the event has a material adverse effect on delivery or measurement for Customer's account. Ordinary-course algorithm fluctuations and routine platform changes are not Platform Disruptions.

Determination, notice & dispute. Edgemesh determines a Platform Disruption in its reasonable, good-faith discretion and must give Customer written notice within two (2) business days of invoking one, identifying the event and its expected impact. The suspension runs from the date of that notice (not retroactively). If Customer disputes the determination in writing within five (5) business days, the parties confer in good faith. If the parties do not reach agreement, Edgemesh's reasonable, good-faith determination stands.

A Platform Disruption or a Force Majeure event (Section 17) suspends the guarantee. During a suspension the guarantee does not accrue against Edgemesh, the measurement period is equitably extended until normal operations resume, and no refund, credit, fee reduction, or make-good is owed for disruption-caused degradation. Edgemesh uses commercially reasonable efforts to mitigate.

(f) No other warranty of results. Except for the express remedy in this Section 6, Edgemesh makes no warranty or guarantee of any specific result (see Section 13).

(g) Testing. Customer may request creative or audience tests (including A/B tests at any funnel stage) at any time, via the monthly inputs process or a standalone test-request form. For each request, Edgemesh will return an estimated test budget and estimated duration, modeled from the account's own data for the requested funnel stage. No test launches without Customer's explicit written approval of that budget and duration. For each approved test, Customer will deliver any new creative at least three (3) business days before the scheduled start date, or confirm in the request that existing creative is sufficient; creative delivered late postpones or, at Edgemesh's election, cancels the test. Approved test spend is excluded from managed Meta + Google spend for guarantee measurement — it never enters the MER denominator — while all net Shopify web revenue, including revenue attributable to tests, continues to count in the numerator. Whether to run any test is Customer's decision; Edgemesh provides the cost and duration analysis.

7. Customer Responsibilities & Assumptions

(a-1) Inventory. Customer will maintain inventory sufficient to meet the revenue target Customer selects each month. Edgemesh does not collect or verify inventory counts; insufficient inventory that prevents achievement of the selected target is a Customer-side assumption failure that re-bases the target under Section 6(d).

Customer will, throughout the engagement:

(a) Maintain account access. Provide and continuously maintain Edgemesh's access to the relevant Shopify, Meta, and Google accounts and any other systems needed to deliver the Services;

(b) Fund Media Spend. Fund all Media Spend and keep platform billing in good standing;

(c) Maintain other channels. Maintain other paid and owned channels (for example TikTok, Amazon, email, SMS, affiliate) at the agreed levels, and not pause or materially cut activity that blended MER depends on, without a re-forecast;

(d) No major change without re-forecast. Not replatform, rebrand, change brand positioning, change control of the business, open or close a sales channel, change target market or geographies, or discontinue a product line in a way that materially shifts demand, without triggering a re-forecast under Section 6(d);

(e) Supply creative and approvals. Provide agreed creative assets, brand approvals, and any required sign-offs within the agreed turnaround; and

(f) Maintain site and tracking. Keep the site and checkout operational and stable and keep tracking and pixels intact.

Customer is responsible for the accuracy and lawfulness of the materials, instructions, and data it supplies. Edgemesh may rely on Customer's instructions and approvals.

8. Ad-Account Operation & Authorization; Agency-Operation Liability

(a) Authorization. Customer authorizes Edgemesh to access and operate Customer's Meta and Google advertising accounts on Customer's behalf, including creating, editing, pausing, and optimizing campaigns and adjusting budgets within the agreed spend band, and to use automated and algorithmic tools, rules, and bidding in doing so.

(b) Customer owns the accounts and funds the spend. Customer owns its advertising accounts and is solely responsible for all Media Spend and budgets. Edgemesh's operation of the accounts does not transfer ownership of, or responsibility for funding, those accounts.

(c) Automation is not a guarantee. Edgemesh's optimization, automation, and algorithmic management are tools applied with commercially reasonable efforts; they are not a guarantee of success or efficacy beyond the express contractual remedy in Section 6. Customer acknowledges that automated changes, rules, or optimizations may, despite reasonable efforts, increase spend, reduce sales, or otherwise produce unintended outcomes, and that — except for the Section 6 remedy — Edgemesh is not liable for such outcomes.

(d) Platform actions are Customer's risk. Account suspensions, bans, throttling, ad disapprovals, policy enforcement, billing holds, or other actions taken by Meta, Google, or any platform that are not caused by Edgemesh are Customer's risk and are outside Edgemesh's liability. Edgemesh does not control the platforms and does not warrant their availability, decisions, or policies.

(e) Commercially reasonable efforts. Edgemesh will operate the accounts in accordance with the applicable platform terms and policies of which it is aware, using commercially reasonable efforts.

9. Data Protection

(a) Independent controllers. Each party acts as an independent controller (and, under U.S. state privacy laws, as a separate business) with respect to the personal data it processes in connection with the Services, each determining the purposes and means of its own processing. Edgemesh does not act as Customer's processor or service provider.

(b) DPA. Where a data protection or data-sharing addendum ("DPA") is executed or referenced by the Order Form, it is incorporated by reference and governs the parties' processing of personal data, including any required terms under the GDPR (Regulation (EU) 2016/679), the UK GDPR, and the CCPA/CPRA.

(c) Data-subject requests. As an independent controller, each party is responsible for responding to data-subject or consumer rights requests relating to the personal data it controls, and the parties will reasonably cooperate to enable each to meet its obligations.

(d) Compliance. Each party will comply with applicable data-protection laws, including the GDPR (Regulation (EU) 2016/679), the UK GDPR, and the CCPA/CPRA.

10. Confidentiality

Each party may receive the other's non-public information ("Confidential Information"). The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors with a need to know who are bound by similar obligations. Confidential Information does not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. This Section does not restrict disclosure required by law, provided reasonable notice is given where lawful.

Non-disparagement. Neither party will knowingly make or publish any false or misleading statement that disparages the other party or its products, services, or reputation. This Section does not restrict truthful statements, good-faith and honest opinions or reviews, disclosures required by law or legal process, or statements made to enforce this agreement.

11. Intellectual Property

(a) Customer's property. Customer retains all right, title, and interest in Customer Data, its advertising accounts, its creative, products, trademarks, and content.

(b) Edgemesh's property. Edgemesh retains all right, title, and interest in its platform, software, models, methods, know-how, and the Services, and in aggregated and de-identified learnings, benchmarks, and improvements derived from operating the Services, provided such aggregated/de-identified data does not identify Customer or any individual.

(c) License. Customer grants Edgemesh a non-exclusive license to use Customer Data and Customer's marks solely to provide the Services during the term.

12. Publicity & Use of Name

Neither party will use the other's name, logo, or identify it as a customer or provider in marketing or publicity without the other party's prior consent. Consent may be given in the Order Form or separately.

13. Disclaimers

(a) No guarantee of results beyond Section 6. Except for the express fee credit/refund remedy in Section 6, Edgemesh does not guarantee any specific result, revenue, ROAS, sales, or marketing outcome. Forecasts are illustrative and not guarantees.

(b) "As is" otherwise. Except as expressly stated in these Terms and the Order Form, the Services are provided "as is" and "as available," and Edgemesh disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

14. Limitation of Liability

(a) No indirect damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.

(b) Cap. Except as provided in the Carve-outs paragraph of this Section 14, Edgemesh's total aggregate liability arising out of or relating to these Terms and the Services is capped at the total fees paid by Customer to Edgemesh in the trailing three (3) months preceding the event giving rise to liability.

(c) Carve-outs. The cap in Section 14(b) and the exclusion of indirect damages in Section 14(a) do not apply to: (i) Customer's payment obligations; (ii) the indemnification obligations in Section 15; (iii) breach of confidentiality (Section 10); and (iv) a party's gross negligence, willful misconduct, or fraud.

(d) Media Spend excluded. For the avoidance of doubt and consistent with Section 6(c), Edgemesh's liability never extends to Customer's Media Spend.

15. Indemnification (Mutual)

(a) By Edgemesh. Edgemesh will defend Customer against third-party claims alleging that the Services, as provided by Edgemesh, infringe that third party's intellectual property rights, and will indemnify Customer for damages finally awarded, or settlement amounts approved by Edgemesh, for such claims. If the Services are, or in Edgemesh's opinion are likely to become, the subject of such a claim, Edgemesh may, at its option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify or replace the Services so they are non-infringing while materially preserving their functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Services and refund any prepaid, unused fees for them. Edgemesh has no obligation under this Section for any claim arising from: (a) Customer's data, content, creative, products, or trademarks; (b) Customer's modifications to the Services; (c) combination or use of the Services with items not provided by Edgemesh, where the claim arises from the combination; or (d) use of the Services other than as authorized. This Section states Edgemesh's entire liability, and Customer's exclusive remedy, for third-party intellectual-property claims.

(b) By Customer. Customer will defend and indemnify Edgemesh against third-party claims arising from Customer's products, content, creative, trademarks, and data, from Customer's instructions to Edgemesh, or from Customer's breach of these Terms or of applicable platform terms or law.

(c) Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense (with the indemnified party's reasonable cooperation), and not settle without consent (not unreasonably withheld).

16. Dispute Resolution; Governing Law; Time to File

(a) Dispute resolution. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, before a single arbitrator, seated in New York, New York. Each party waives any right to bring or participate in a class, collective, or representative action, and the arbitrator may not consolidate the claims of more than one party or preside over any class or representative proceeding. Notwithstanding the foregoing, either party may (i) bring an individual claim in a small-claims court of competent jurisdiction, and (ii) seek injunctive or other equitable relief in court to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property, confidential information, or platform. To the maximum extent permitted by law, each party waives any right to a jury trial for any claim or dispute not subject to arbitration. Any court proceeding permitted under this Section will be brought exclusively in the state or federal courts located in New York, New York, and each party consents to personal jurisdiction there. Judgment on any arbitral award may be entered in any court of competent jurisdiction.

(b) Governing law. These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Exclusive venue is as set out in the dispute-resolution provision above.

(c) Limitation on time to file. Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action accrues, or it is permanently barred, to the extent permitted by law.

17. Force Majeure

Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of nature, acts of a public enemy, embargoes, insurrection, riot, government action, and failures of telecommunications, interconnection providers, carriers, suppliers, or other third parties. As applied to the Performance Guarantee, Force Majeure operates as a suspension under Section 6(e).

18. General

(a) Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.

(b) Severability. If any provision is unenforceable, the remainder stays in effect and the provision is reformed to the minimum extent necessary.

(c) Entire agreement. These Terms, the Order Form, the Guarantee Documentation, and any DPA are the entire agreement on their subject matter and supersede prior discussions.

(d) Notices. Notices are in writing and given to the contacts on the Order Form, effective on receipt (or, for email, on confirmed delivery).

(e) Changes. Edgemesh may update these Terms on reasonable notice; material changes take effect at the start of the next monthly term, and continued use constitutes acceptance.

(f) No waiver; relationship. No waiver is implied by a failure to enforce. The parties are independent contractors; Edgemesh acts as Customer's agent only to the limited extent expressly authorized in Section 8.