Terms of Service, Privacy Policy and Cookie Policy

BY ACCESSING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE OWNED BY EDGEMATICS TECHNOLOGIES LLC, A COMPANY REGISTERED WITH THE DEPARTMENT OF ECONOMIC DEVELOPMENT DUBAI, HAVING ITS REGISTERED ADDRESS AT OFFICE 202, AL JAZIRI BUSINESS CENTER LAMBORGHINI BUILDING, DUBAI, UAE. YOU UNCONDITIONALLY AND IRREVOCABLY CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON IT’S WEBSITE AT WWW.EDGEMATICS.AI/LEGAL.

YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND IS LEGALLY BINDING BETWEEN YOU AND EDGEMATICS TECHNOLOGIES LLC OR THE APPLICABLE EDGEMATICS AFFILIATE (“EDGEMATICS”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS, INSTALL OR USE THE SOFTWARE. IF YOU WISH TO ACCESS, INSTALL OR USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO.

This Terms of Service, together with its Appendix (“Agreement”) is between Edgematics and the individual or entity that has downloaded or otherwise procured the licensed Software or application (as those terms are defined below) for use as an end user (“you” and “your”).

1. Definitions

1.1 “Affiliate” means, with respect to a party, any director, employee, agent, subsidiary, legal entity (such as a company, partnership, or other legal entity) that controls, is controlled by, or is under common control with such party. For purposes of this definition, “control” means the legal power to direct or cause direction of the general management of the company, partnership, or other legal entity. Affiliates are “Your Affiliates” and Affiliates of Edgematics are “Edgematics Affiliates.”

1.2 “Authorized Partner” means a third-party reseller authorized by Edgematics to sell Software licenses and related Professional Services.

1.3 “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, the Software, Documentation and the terms of this Agreement), which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information includes: (a) the Software (which is Edgematics’ Confidential Information); (b) any information of a party that is disclosed in writing or orally and designated confidential at the time of disclosure; (c) the terms of this Agreement, any Order Form and any amendment or attachment to any of these (which will be deemed Confidential Information of both parties); and (d) may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.

1.4 “Documentation” means any published installation and operating instructions, user manuals, and help files (or any amendments thereto) made available by Edgematics to you intended for use in connection with the Software.

1.5 “Effective Date” means the date of your first Order Form or the initial delivery date of the Software or Appliance (whichever is earlier).

1.6 “IPR” means all intellectual property or other proprietary rights worldwide, including patent, trademark, service mark, copyright, trade secret, know-how, moral right, and any other intellectual and intangible property rights, including all continuations whether in full or in part, applications, renewals, and extensions of any of the foregoing of Edgematics or any of its Edgematics Affiliates, in relation to the source code of the Software or the Software in itself and/or its Documentation, whether registered or unregistered.

1.7 “Applicable Law” means all applicable laws, rules, statutes, decrees, decisions, orders, regulations, judgments, codes, and requirements of any government authority (federal, state, local, municipal or international) having jurisdiction”

1.8 “License Term” means the period of authorized use of the Software as set forth in an Order Form.

1.9 “Order Form” means an ordering document signed by you and Edgematics or an Authorized Partner that specifies: (a) Software licenses purchased, their prices, and their License Term; and (b) the scope and price of Professional Services purchased (if any).

1.10 “Professional Services” means consulting, implementation, configuration, integration, or training services provided by Edgematics or its authorized service providers .

1.11 “Software” means any computer code and its application provided by Edgematics to you under this Agreement pursuant to an Order Form.

1.12 “Subscription” means the Software and Professional Services package/plan (Standard Plan, Pro Plan, Enterprise Plan as set out in Appendix 1) as selected by you in the Order Form.

1.13 “Support” means technical support and maintenance for the Software, as set out in Section 4 of this Agreement.

1.14 “Update” means a release or version of the Software containing functional enhancements, extensions, error corrections or fixes that are generally made available free of charge to Edgematics’s customers that have contracted for Maintenance and Support.

1.15 “Your Data” means all data of any kind or nature that is loaded on the Software by or on your behalf.

2. License

2.1 Grant of License:

Subject to the terms and conditions of this Agreement and/or the Order Form as set out in Section 3 of this Agreement, including, without limitation, the restrictions in Section 5 of this Agreement, Edgematics hereby grants to you a revocable, non-exclusive, non-sublicensable and non-transferable license on a Subscription basis during the License Term to (a) use the Software for its own internal information processing services and computing needs, and (b) use the Documentation in connection with the licensed use of the Software as software as a service solution provided to you by an approved Edgematics cloud service provider. You acknowledge that Edgematics shall retain title and ownership IPR to the Software and Documentation. Edgematics hereby reserves all rights in and to the Software, Documentation, or any copyrights, patents, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein.

If as per your Order Form, you have selected the Software on an unpaid or trial basis or ‘beta’ basis (“Trial License”), you may use the Software solely in connection with your own trial use and evaluation of the Software, and you shall not resell, sublicense, or otherwise publicly disclose or disseminate any output of the Software whatsoever. A Trial License entitles you to use the Software for a period of fourteen (14) days or such other period as granted by Edgematics solely upon its discretion (“Trial Period”). The Trial License shall automatically expire at the end of the Trial Period, at which point, the Software shall become inoperable. Thereafter, you may choose a Subscription Plan based on the terms and conditions of this Agreement to further access and use the Software. Edgematics reserves all rights to terminate the Trial License at any time during the Trial Period without any liability at its own discretion.

2.2 Delivery:

Edgematics shall provide to you an online link to download the Software and the appropriate Documentation for your use which will be hosted on Edgematics’ approved cloud-based server linked with the server/data center located at your premises. Edgematics shall not provide a copy of or deliver the source code of the Software to you under any circumstances whatsoever, and the same is acknowledged, understood and accepted by you.

2.3 Copies:

You are entitled may make a reasonable number of machine-readable copies of the Software for backup or archival purposes and a reasonable number of copies the Documentation in order to exercise the license in Section 2.1. You shall not copy the Software, except as permitted by this Agreement. You are obligated to maintain accurate and up to date records of the number and location of all copies of the Software and inform Edgematics in writing of such location immediately. All copies of the Software will be subject to all terms and conditions of this Agreement. In whichever manner this Agreement permits you to copy the Software and/or the Documentation you shall not efface, tamper, alter, modify or destroy any and all rights that Edgematics has in the Software and/or the Documentation, and its related IPR.

3. Order Form

3.1 Edgematics Orders:

(a) If you have selected a Subscription signed an Order Form directly with Edgematics, then Edgematics will provide the Software and/or Professional Services identified in an Order Form pursuant to the terms of this Agreement. If you have purchased from an Authorized Partner of Edgematics, see Section 3.4 (Authorized Partner Orders) below.

(b) Upon execution by you and Edgematics, each Order Form is non-cancellable and, except as otherwise provided in this Agreement, non-refundable. Prices stated in each Order Form are final for the Software and/or Professional Services. For any additional usage of the Software and/or Professional Services that exceed the terms as set out in the signed Order Form are separately ordered and priced as set for in Section 3.2 (c) below. Support is purchased as part of the licensed Software as set forth in an Order Form.

3.2 Invoices and Payment:

(a) Edgematics will issue the initial invoice to you corresponding with each Order Form upon the later of: (a) when Edgematics notifies you that the Software is available for download; or (b) such Software is actually available for download.

(b) Each License Term is a non-divisible, continuous commitment, regardless of the invoice schedule, and pricing is based on a purchase of the entire License Term. Unless otherwise indicated in an Order Form.

(c) You are entitled to use the Software and/or the Professional Services beyond the set terms of Subscription chosen by you in the Order Form upon a written request. If you have already availed such additional usage without a written request to Edgematics, Edgematics has every right to Review the License as set out in Section 14, and shall inform you at once in writing. Fees for any additional usage shall be assessed by Edgematics and charged on a fixed basis as set out in Order Form which shall be invoiced monthly in arrears.

(d) You shall pay each invoice in full, within 30 days after the invoice date. Late payments will accrue interest at a rate of 1.5% per month or the legal maximum, whichever is lower.

(e) Edgematics may suspend and/terminate in accordance with Section 13 of this Agreement your right to use the Software and/or Professional Services while any payment is delinquent. You will make payments free of any currency controls or other restrictions, by check or wire transfer, to the address or bank account designated by Edgematics in the Order Form. You shall not reduce any amount payable to Edgematics under this Agreement due to any counterclaim, set-off, adjustment, or other claim you might have against Edgematics, any other party, or otherwise.

3.3 Taxes:

All payments, fees, and other charges payable by you to Edgematics under this Agreement are exclusive of all federal, state, local, and foreign taxes, levies, tariffs, duties, value-added taxes, export and import fees, withholding, and all other taxes or government assessments (collectively, “Taxes”) under the Applicable Law. You will pay all Taxes arising out of the transactions contemplated by this Agreement and/or the Order Form.

3.4 Authorized Partner Orders:

(a) If you received Software or an Appliance under an Order Form and agreement with an Authorized Partner (“Reseller Purchase Agreement”) and not Edgematics, then notwithstanding anything to contrary in this Agreement: (a) your use of the Software or Appliance is subject to any additional terms in the Reseller Purchase Agreement, including any limitations on use of the Software or Appliance in conjunction with third-party applications; and (b) Sections 3.2 and 3.3 will not apply to such Order Form, provided that you agree to pay the Authorized Partner the fees agreed in the Reseller Purchase Agreement associated with the licenses Software licensed and any Professional Services purchased, and you have no direct payment obligations to Edgematics for such purchase.

(b) Any licensing, support, warranty, and other terms provided for the Software and Professional Services shall be exclusively as stated in this Agreement, and any additional or conflicting terms offered by the Authorized Partner shall be of no effect between you and Edgematics.

(c) Notwithstanding anything in this Agreement to the contrary: (i) the Reseller Purchase Agreement does not modify any of the terms of this Agreement; and (ii) the Reseller Purchase Agreement is between you and the Authorized Partner and is not binding on Edgematics. Edgematics may terminate this Agreement (including your right to use the Software) in the event Edgematics fails to receive payment for your use of the Software or Appliance from the Authorized Partner or if you breach any term of this Agreement.

4. Support

4.1 To the extent set forth in the Order Form, Edgematics shall provide Support as specified in this Section 4.1 and in accordance with Edgematics’s then-current support policies located at Edgematics’ support website, as may be updated by Edgematics from time to time (“Support Site”).

(a) Maintenance and Support: Edgematics will provide:

(i) Updates, if any, and appropriate Documentation, and

(ii) assistance by telephone and email with respect to the Software, including (1) clarification of functions and features of the Software; (2) clarification of Documentation pertaining to the Software; (3) guidance in the operation of the Software; and (4) error verification, analysis and correction to the extent possible by telephone. Edgematics’s standard hours of service are set forth in the Support Site.

(b) Eligibility of Software: Maintenance and Support will not include services requested as a result of, or with respect to, the following:

(i) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; failure of rotation media not furnished by Edgematics;

(ii) operation of the Software with other media not meeting or not maintained in accordance with the manufacturer’s specifications; or causes other than ordinary use;

(iii) improper installation by you or use of the Software that deviates from any operating procedures established by Edgematics in the applicable Documentation;

(iv) modification, alteration or addition or attempted modification, alteration or addition of the Software undertaken by persons other than Edgematics or Edgematics’s authorized representatives; or

(v) software or technology of any party other than Edgematics.

(c) Responsibilities of Customer: Your obligations under this Agreement are subject to the following:

(i) To enable Edgematics to provide technical assistance in connection with Support, you may elect to provide Edgematics with temporary remote access to view your Software environment pursuant to instructions you provided to Edgematics and subject to Section 14 of this Agreement. The parties agree that Edgematics does not want or need, and you shall not transmit to Edgematics or require that Edgematics access, receive or use, Your Data.;

(ii) You shall document and promptly report all errors or malfunctions of the Software to Edgematics.

(iii) You shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Edgematics.

(iv) You shall maintain a current backup copy of all programs and data.

(v) You shall properly train its personnel in the use and application of the Software and the equipment on which it is used.

(vi) You shall promptly install any and all Updates provided by Edgematics, and Edgmatics shall have no obligation to provide Support under this Agreement in the event you fail to install the Updates and upgrades and is operating an old version of the Software Program. During the License Term, Edgematics will provide Support for the Software pursuant to the Support Guide.

5. License Restrictions

5.1 Subject to Section 2 of this Agreement, to the extent that the Software is identified in an Order Form as Trial License or any other non-production designation, then such Software will be used solely in a non-production environment. To the extent that you grant access to the Software to any third party (including Your Affiliate), you will be wholly responsible for compliance with this Agreement as if such third party were you.

5.2 You and Your Affiliates will not (and have no license to):

(a) use the Software or Documentation except as permitted in this Agreement;

(b) disassemble, decompile, port, reverse compile, reverse engineer, translate, or otherwise attempt to separate any of the components of the Software or reconstruct any Software, or attempt to derive or obtain any source code, structure, algorithms, processes, techniques, technologies, know-how, or ideas embodied by, underlying, or contained in the Software;

(c) sell, license, sublicense, rent, lease, encumber, lend, distribute, transfer, or provide a third party with access to the Software, on a hosted basis, as a managed service provider, or otherwise (except as expressly set forth in an Order Form);

(d) alter, modify, or create derivative works of the Software (including the underlying source code) in any way, including through customization, translation, or localization;

(e) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Software or Documentation; or

(f) publicly disseminate any performance or security vulnerability test (including penetration test) results or analysis related to or derived from the Software.

You will not cause, encourage, or permit any other person or entity under its control from taking any actions that you are prohibited from taking under this Agreement.

6. Third Party Software

6.1 Certain third-party software/ components provided in or with the Software (“Third Party Software”) are subject to various “open source” or commercial licenses. Your use of the Third-Party Software is subject to the applicable Third-Party Software license(s) and is not subject to the terms and conditions of this Agreement, except that Section 9 (Warranties), Section 10 (Disclaimers) and Section 11 (Limitation of Liability) which also govern your use of the Third Party Software. Nothing herein limits your rights that supersede, the terms and conditions of any applicable license for such Third Party Software. Edgematics shall be make available to you a list of such Third Party Software upon written request.

7. Intellectual Property

7.1 Edgematics owns all right, title, and interest in and to all IPR in (and in all copies of) the Software and Documentation, regardless of the form or media in or on which the original or other copies may subsequently exist. Except for the limited licenses expressly granted in this Agreement, Edgematics reserves all, and does not grant any other, rights (express, implied, by estoppel, through exhaustion, or otherwise). For avoidance of any doubt, the Software is licensed and not sold by Edgematics to you.

7.2 Neither party will issue any press releases or announcements, or any marketing, advertising, or other promotional materials, related to this Agreement, or referencing the other party, nor use the other party’s logo, trademarks and service marks, without the other party’s prior written approval.

8. Confidentiality

8.1 For the term of this Agreement, and surviving expiration or termination of this Agreement for up to three (3) years after disclosure of the Confidential Information, the party receiving Confidential Information (the “receiving party”) from the other party (the “disclosing party”) will use it solely to perform the rights and obligations provided under this Agreement, and not for any other purpose without the disclosing party’s prior written consent.

8.2 Subject to Section 6.2 (Exceptions), the receiving party will hold in confidence, and not disclose to any third party, any of the disclosing party’s Confidential Information. The receiving party will use at least the same degree of care in handling the disclosing party’s Confidential Information as it uses to protect its own Confidential Information, but no less than reasonable care.

8.3 The receiving party will notify disclosing party immediately on becoming aware of any unauthorized use or release of the disclosing party’s Confidential Information. The receiving party may disclose the disclosing party’s Confidential Information to those of its Affiliates, directors, advisors, employees, or contractors (collectively, “Representatives”) who have a need to know such Confidential Information to perform under or in relation to this Agreement, but only if such Representatives are subject to a binding, written agreement no less protective of disclosing party than the confidentiality terms of this Agreement.

8.4 The receiving party will, at the disclosing party’s request or on termination of this Agreement, return all originals, copies, and summaries of Confidential Information and other tangible materials and devices provided to receiving party as Confidential Information, or at the disclosing party’s option, certify destruction of same (although nothing in this sentence may be construed to require Edgematics to purge archived backup media).

8.5 The receiving party’s obligations under this Section 8 (Confidentiality) will not apply, and the receiving party will have no further obligations, with respect to any of the disclosing party’s Confidential Information that is:

(a) generally known to the public at time of disclosure or becomes generally known through no wrongful act of receiving party;

(b) rightfully in the receiving party’s possession, or otherwise rightfully known by the receiving party, at time of disclosure by the disclosing party and not subject to a confidentiality obligation;

(c) required to be disclosed by the receiving party to comply with a court order or Law, but only if the receiving party promptly notifies disclosing party to enable the disclosing party to seek a protective order or other appropriate remedy, and takes commercially reasonable and lawful actions to avoid or minimize the extent of, and to obtain confidential treatment for, any such disclosure; or

(d) independently developed by the receiving party without use of, reference to, or reliance on the disclosing party’s Confidential Information.

9. Warranties

9.1 Edgematics warrants that the Software will perform in substantial accordance with the Documentation for a period of 30 days after the Effective Date. If during this time period the Software does not perform as warranted, Edgematics shall, at its option, correct the Software or, replace such Software free of charge. The foregoing are your sole and exclusive remedies for breach of warranty.

9.2 This warranty will not apply to:

(a) use of the Software other than as described in the Documentation;

(b) modification or use of an unsupported version of the Software by anyone but Edgematics; or

(c) failure caused by a product not provided or expressly approved by Edgematics or its agents.

10. Disclaimers

10.1 EXCEPT FOR THE LIMITED WARRANTIES UNDER SECTIONS 9 (WARRANTIES) AND TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, EDGEMATICS (ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS) AND EDGEMATICS AFFILIATES: (A) DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE, SUPPORT, AND PROFESSIONAL SERVICES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF EDGEMATICS KNOWS OR SHOULD HAVE KNOWN SUCH PURPOSE), PERFORMANCE, AND NON-INFRINGEMENT; (B) PROVIDE THE SOFTWARE, SUPPORT, AND PROFESSIONAL SERVICES “AS IS” AND “AS AVAILABLE”; AND (C) WITHOUT LIMITING THE FOREGOING CLAUSES (A) AND (B), MAKE NO (AND EXPRESSLY DISCLAIM) ANY WARRANTY THAT THE SOFTWARE AND ANY USE THEREOF, WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, COMPATIBLE WITH ANY PARTICULAR ENVIRONMENT, OR FREE FROM DEFECTS, VIRUS, OR ERRORS (OR THAT ANY ERRORS WILL BE CORRECTED).

11. Limitations of Liability

11.1 Limitation of Direct Damages:

EXCEPT FOR A BREACH OF SECTION 2 (LICENSE), SECTION 5 ( LICENSE RESTRICTIONS) OR SECTION 8 (CONFIDENTIALITY), AND EXCEPT FOR INDEMNITY OBLIGATIONS UNDER SECTION 12 (“INDEMNIFICATION”) (COLLECTIVELY, THE “EXCLUDED CLAIMS”), IN NO EVENT WILL EITHER PARTY (OR EDGEMATICS AFFILIATES), BE LIABLE TO THE OTHER PARTY (OR ANY THIRD PARTY CLAIMING THROUGH THE OTHER PARTY), IN THE AGGREGATE, FOR DAMAGES, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, IN EXCESS OF THE TOTAL AMOUNT OF ANY FEES PAID OR PAYABLE BY YOU FOR THE SOFTWARE AND/OR PROFESSIONAL SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FORESEEABLE.

11.2 Exclusion:

EXCEPT FOR THE EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY (OR EDGEMATICS’S LICENSORS AND/OR SUPPLIERS) BE LIABLE TO THE OTHER PARTY (OR ANY THIRD PARTY CLAIMING THROUGH THE OTHER PARTY) FOR ANY LOST OR INACCURATE DATA, LOST PROFITS, LOST OR INTERRUPTED USE, OR SIMILAR ECONOMIC LOSSES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVIE, CONSEQUENTIAL, OR SIMLIAR DAMAGES ARISING OUT OF OR IN ANY RELATED TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FORESEEABLE.

12. Indemnification

12.1 Edgematics shall, at its expense, defend or settle any claim, action or allegation brought against you that the Software infringes any copyright or trade mark of any third party and shall pay any final judgments awarded or settlements entered into; provided that you promptly give written notice to Edgematics of any such claim, action or allegation of infringement and give Edgematics the authority to proceed as contemplated herein.

12.2 Edgematics will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and you may not settle or compromise such claim, action or allegation, except with prior written consent of Edgematics. You shall give such assistance and information as Edgematics may reasonably require to settle or oppose such claims.

12.3 In the event any such infringement, claim, action or allegation is brought or threatened, Edgematics may, at its sole option and expense:

(a) procure for you the right to continue use of the Software or infringing part thereof; or

(b) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities;or

(d) if neither of the foregoing is commercially practicable, terminate this Agreement. In such an event, Edgematics and you will then be released from any further obligation to the other under this Agreement, except for the obligations of Section 8 (Confidentiality) and Section 12 (Indemnification) and such other obligations that shall survive the termination.

12.4 THIS SECTION 12 STATES THE ENTIRE LIABILITY OF EDGEMATICS WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK OR OTHER PROPRIETARY RIGHT.

12.5 You shall defend any third party lawsuit against Edgematics and/or Edgematics Affiliates to the extent based on a claim: (i) of any breach of this Agreement by you or any User; or (ii) associated with data processed, analyzed or stored by Customer or Your Affiliates. Customer will indemnify and hold Edgematics harmless by paying any final judgment entered against Edgematics and/or Edgematics Affiliates in any such proceeding, or settlement amounts. Edgematics shall promptly notify Customer in writing of such claim or lawsuit, and at your request and expense, provide all information and assistance reasonably requested by you in connection therewith. You may not settle any lawsuit by requiring Edgematics to incur any liability, without Edgematics’s prior written consent.

13. Term and Termination

13.1 Term:

This Agreement begins on the Effective Date and continues until terminated under its terms.

13.2 Termination by you:

This Agreement may be terminated by you upon 90 days’ prior written notice to Edgematics, for material breach of any terms and conditions of Edgematics, and Edgematics is unable to remedy such material breach within the 90 days’ notice period, the Agreement shall be deemed terminated.

13.3 Termination by Edgematics:

Edgematics may, by written notice to you, terminate this Agreement if any of the following events (“Termination Events”) occur:

(a) you fail to pay any amount due under this Agreement within 30 days after you receive written notice of such non-payment;

(b) you are in material breach any other terms and conditions including but not limited to Sections 2 (License), 5 (License Restrictions) and 8 (Confidentiality) of this Agreement, which breach, if capable of being cured, is not cured within 30 days from the date of the notice of such breach; or

(c) Customer (i) terminates or suspends its business; (ii) becomes insolvent; (iii) admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.

13.4 Effect of Termination:

On termination of this Agreement for any reason:

(a) all licenses granted by Edgematics shall immediately terminate;

(b) you will immediately discontinue use of all Software;

(c) you will destroy all copies of Software and Documentation in its possession, custody, or control; and

(d) if requested, you will certify such return or destruction to Edgematics in writing.

Within 30 days after the effective date of termination by you for reason of Edgematics’ material breach being not remedied with in the period set out in Section 13.2, Edgematics will refund any prepaid fees received by Edgematics covering that part of the License Term for the affected Software, if any, remaining after such effective date. If termination is for your breach, all remaining amounts are accelerated and deemed due and payable as of the termination date.

13.5 Survival:

Except as otherwise provided in this Agreement, the following will survive termination of this Agreement: Sections 1 (Definitions), 2.2 (Invoices and Payment), 2.3 (Taxes), 4.2 (Restrictions), 5 (Intellectual Property), 6 (Confidentiality), 7.3 (Disclaimers), 8 (Limitations of Liability), 9 (Third-Party Claims), 10 (Term and Termination), 11 (Proper Conduct), and 12 (General).

14. Proper Conduct

14.1 Compliance with Law:

Each party will comply with all Applicable Law in its performance of this Agreement.

14.2 Responsibility for Security and Integrity of Your Data:

The Software will be available in the mode as set out in Section 2.2 of this Agreement which shall be linked to your own datacenter environment. You are solely responsible for adequately duplicating, documenting, and protecting its/Your Data, and Edgematics assumes no liability for your failure to do so. Edgematics’s access to Your Data in the performance of Professional Services or Support is subject to the following terms:

(a) you are solely responsible for both the duration and configuration of the scope of access to Your Data;

(b) you are is solely responsible for access control management and must ensure that any access to Your Data that you grant to Edgematics is limited to read-only access (unless otherwise required to perform Professional Services or Support);

(c) you will not grant Edgematics access to any non-Edgematics environment;

(d) Edgematics may only access Your Data through your secure workstations or networks that are provided, monitored, managed, configured, supported and maintained by you;

(e) you must provide unique user credentials to any Edgematics resource that requires access to Your Data as described herein;

(f) such credentials noted above in Section 14.2(e) will be solely managed by you and you will be responsible for any consumption generated from the supplied credentials; and

(g) you will limit access to any of Your Data that is unencrypted or contains personal data and, if such access is granted, you shall use reasonable efforts to mask any personal or sensitive data.

14.3 High Risk Activity:

You shall use the Software within the intended business purposes described in the Documentation, and not for any purpose that requires fail-safe performance including, but not limited to, stock trading, financial transaction processing such as credit card processing, electronic funds transfer, and check clearing, management of hazardous facilities or applications for which failure could result in death, personal injury, or severe physical or environmental damage[s17] (“High Risk Activity”). Edgematics and/or Edgematic Affiliates expressly disclaim all warranties of fitness for any such use and you shall release and hold Edgematics and/or Edgematic Affiliates harmless from liability arising out of the use of the Software for High Risk Activity.

14.4 License Review:

Upon reasonable notice to you, you agree to grant Edgematics access to the Software to verify your use. You will reasonably cooperate with Edgematics and will promptly pay directly to Edgematics any underpayments revealed by such review especially in relation to terms set out in Section 3.2.

15. General

15.1 Waiver and Amendment:

No delay or failure by either party to exercise any right under this Agreement will waive that or any other right. A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

15.2 No Assignment:

Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by you, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Edgematics, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

15.3 Notices:

All notices and other communications under this Agreement will be: (a) in writing; (b) in English; and (c) deemed given when delivered (or the first business day after delivery with confirmation of receipt, for notices permitted by email). Notices under this Agreement will be sufficient only if: (i) personally delivered; (ii) delivered by a major commercial rapid delivery courier service with tracking capabilities; (iii) mailed by certified or registered mail, return receipt requested, to a party at the address stated in this Agreement; or (iv) sent via email.

For you, the address and email address will be as set out in the Order Form, and

For Edgematics the registered address is OFFICE 202, AL JAZIRI BUSINESS CENTER, LAMBORGHINI BUILDING, DUBAI, UAE, and email address is accounts@edgematics.com.

15.4 Governing Law and Jurisdiction:

This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws applicable in Dubai International Financial Center (DIFC). Any dispute arising out of, related to or pertaining to any service or subject contemplated in this Agreement shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the Emirate of Dubai, UAE. The language to be used in the arbitration shall be English.

15.5 Severability:

If any part of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that part will be deemed reformed to effectuate the parties’ intentions, and the rest of this Agreement will remain in full force and effect.

15.6 Force Majeure:

Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, pandemics such as COVID-19, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire and explosions, provided, however, that the inability to meet financial obligations is expressly excluded.

15.7 Export:

Customer may not export or re-export the Software to any country, jurisdiction or person: (a) to which the export, re-export or release of the Software is prohibited by Applicable Law, or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).

15.8 Entire Agreement:

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications between the parties relating to the subject matter hereof, whether written or oral. Section headings are for reference only. This Agreement may be executed in multiple counterparts; collectively, they will be deemed one and the same Agreement.

 

Last updated: 21 October 2020

This Privacy Policy describes Edgematics Technologies LLC (“Edgematics” or “we” or “our”) policies and procedures on the collection, usage, maintenance and disclosure of information collected from users (“you” or “user” or “users”) when you use the Edgematics services, software, websites and/or applications (together: “Services”) and tells you about your privacy rights and how the law protects you.

Since day one, Edgematics has cared about privacy and respecting our users. Protecting the data of our users is of the highest importance to us, and we go to great lengths to make sure we keep it safe. We take your trust and right to privacy seriously and work continuously to keep your digital footprint small and in your control. Nevertheless, to enable you in your flow and to improve and secure our service, we need to process some personal information. For privacy-related questions, please reach out to us at accounts@edgematics.com.

The Services may be provided to you online on a cloud-based server and/or may be integrated in a third party service. By using any of the Services you agree to have read and understood our Privacy Policy as below. To make sure this Statement is easy to read, each question has a drop down with a short explanation, followed by a more formal statement.

What information do we collect?

We store some personal information to make your use of our Services possible. There are several ways in which we may collect personal information from you: you may submit it or we will collect it automatically through our Services. Different types of personal information may be collected depending on the way you use our Services and which Services you use. Please check the section “What are your rights as a user” to find out how you can change, access or delete your personal information.

Personal information you submit:

Edgematics collects, processes or hosts the following personal information that you provide:

  1. Contact information: your name, mailing address and email address;
  2. Information about yourself: age, gender, city (if applicable); and
  3. Preferences: for example, language settings or interests.

We will collect personal identification information from Users only if they voluntarily submit such information to us. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in our Services.

Personal information we collect by automated means:

Edgematics also collects and uses personal information by automated means while you use our Services.

  1. Browser information: type of browser, language settings, country and time zone.
  2. Cookie or web beacon information: cookie IDs and settings and other personal information received through cookies, web beacons or pixel tags. For more information please visit our Cookie Policy.
  3. Device information: the type of device, hardware model and operating system.
  4. Network information: IP-addresses and mobile network information.
  5. Location data: data on your geo-location. If we use your device based, precise GPS-location, we will make sure we only do so after receiving your consent.
  6. Service usage: information regarding the way you interact with our Services, websites and mobile apps.

Please beware that we do not collect any Special Categories of Personal Data which reveals or concerns (directly or indirectly) with the user’s racial or ethnic origin, communal origin, political affiliations or opinions, religious or philosophical beliefs, criminal record, trade-union membership and health or sex life and including genetic data and biometric data where it is used for the purpose of uniquely identifying a natural person.

OR

Personal Information you submit:

We may collect personal identification information from Users in a variety of ways, including, but not limited to, when Users visit our Services. Users may be asked for, as appropriate, name, email address, mailing address, phone number. Users may, however, visit our website and/or applications anonymously. We will collect personal identification information from Users only if they voluntarily submit such information to us. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in our Services.

Personal Information we collect by automated means:

We may collect non-personal identification information about Users whenever they engage our Services. Non-personal identification information may include the browser name, the type of computer and technical information such as the operating system and the Internet service providers utilized and other similar information.

Please beware that we do not collect any Special Categories of Personal Data which reveals or concerns (directly or indirectly) with the user’s racial or ethnic origin, communal origin, political affiliations or opinions, religious or philosophical beliefs, criminal record, trade-union membership and health or sex life and including genetic data and biometric data where it is used for the purpose of uniquely identifying a natural person.

Why do we use your personal information?

We may use your personal information for the following purposes:

  1. Service: To manage your account which you have availed/subscribed for our Services under the Terms of Service. The personal information you provide can give you access to different functionalities of the Services that are available to you as a registered user.
  2. Account Management: To manage your account which you have availed/subscribed for our Services under the Terms of Service. The personal information you provide can give you access to different functionalities of the Services that are available to you as a registered user.
  3. Support: To offer and provide Support Services as set out in the Terms of Service.
  4. Performance: To perform, comply and undertake our Services under the Terms of Service.
  5. Invoicing and billing: To facilitate invoicing and billing based on the subscription plan chosen by under the Terms of Service.
  6. Contact: To contact you by email, telephone calls or other equivalent forms of electronic communication regarding updates or informative communications related to the functionalities including the security updates, when necessary or reasonable for their implementation of our Services.
  7. Offers: To provide you with news, special offers and general information about other products or services which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information.
  8. Improve User Service: To improve, respond and manage your requests to us with regards to our Services.
  9. Improve Services: We may use feedback you may provide to improve our Services.
  10. Marketing and Advertisement: We may use your personal information for marketing, promotion and (interest based) advertising using cookies (See our Cookie Policy) as well as communication, to target segmented audience regarding new products, services, for example updates of new Services. ****Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network. You can opt-out of having made your activity on the Service available to Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (ga.js, analytics.js and dc.js) from sharing information with Google Analytics about visits activity. For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy?hl=en
  11. Legitimate Interest: To process the personal information data for legitimate interest and reasons as required under the applicable laws and/or the concerned authority in the UAE.

What parties do we share your personal information with?

We share your personal information with the following parties:

  1. Service providers: We may share your information our service providers such as our hosting provider, user support provider, IT & software providers, our payment processors, email processors and the accountant.
  2. Affiliates: We may share your information with our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include trusted partners, suppliers, licensors, entities, subsidiaries, joint venture partners or other companies that we control or that are under common control of Edgematics. We do not control the content or links that appear on the sites of our Affiliates and are not responsible for the practices employed by their websites linked to or from our Services. In addition, these sites or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites which have a link to our Services, is subject to that website’s own terms and policies.
  3. Business partners: We collaborate with advertising partners, marketing and communication agencies. We do this for (interest based) advertising, branding and reaching out to you. Our advertising partners implement their own tracking cookies which fall under their terms of services and privacy & cookie statement.
  4. Integrated services: We may integrate our Services with third party software/components. In order to provide such service, we will need to share some of your personal information with that service. The terms and privacy & cookie statement of these third parties applies, at least for their part of the connection. We do not control the content or links that appear on the sites of such third party software/components and are not responsible for the practices employed by their websites linked to or from our Services. In addition, these sites or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites which have a link to our Services, is subject to that website’s own terms and policies.
  5. Law Enforcement: We are obliged to share your personal information in case of a legal request from a Court of Law and/or any federal or local government or regulatory authority.
  6. Other Legal Obligations: We may disclose your personal information in the good faith belief that such action is necessary to: (i) comply with a legal obligation; (ii) protect and defend the rights or property of Edgematics; (iii) prevent or investigate possible wrongdoing in connection with the Service; (iv) protect the personal safety of users of the Service or the public; (v) protect and defend against any legal liability that may arise against Edgematics.

Your information, including personal information, is processed at our operating offices and in any other places (including but not limited to any place based on a cloud-based server) where the parties involved in the processing are located. It means that this information may be transferred to and maintained on computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

What retention procedures are in place?

We will retain your personal information only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use your personal data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

We will also retain Usage Data for internal analysis purposes. The data or information we collected automatically, either generated by the use of the Services or from the Service infrastructure itself (for example, the duration of a page visit) is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Services, or we are legally obligated to retain this data for longer time periods.

How do we secure your personal information?

We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our website and/or application. The personal information you provide and we collect is stored within databases that we control directly. As we deem appropriate and as required by the applicable law, we use security measures appropriate for the sensitivity of the Personal Information and consistent with industry standards, including physical, organizational and technological protections such as firewalls, data encryption etc. to protect your personal information. However, since no security system is impenetrable, we cannot guarantee the security of our databases, nor can we guarantee that information you supply will not be intercepted while being transmitted to us over the Internet.

Revision of Privacy Policy

Edgematics has the discretion to update this Privacy Policy at any time. When we do, we will revise the updated date at the bottom of this page. We encourage users to frequently check this page for any changes to stay informed about how we are helping to protect the personal information we collect. You acknowledge and agree that it is your responsibility to review this Privacy Policy periodically and become aware of modifications. If you do not agree with the Privacy Policy, you should not or no longer access or use our website, application and/or our Services.

By continuing to use the website, application and/or our Service you accept any changes made to the Privacy Policy.

How to contact Edgematics?

If you have any questions about this Privacy Policy, you can contact us at:

  • Email Address: accounts@edgematics.com; and
  • Mailing Address: Office 202, Al Jaziri Business Center, Lamborghini Building, Dubai, UAE

 

Last updated: 21 October 2020