Last modified: June 8, 2023
Please read these Terms of Service ("Terms") carefully before using this site. the Software Service or other Services. By accessing and using the NearEDGE™, Inc. ("NearEDGE™") Web Sites, Platform, and Materials, you acknowledge and agree to abide by the following Terms of Service. If you do not agree to these Terms, do not use the NearEDGE™ Web Sites, the Software Service or download any Materials.
In these Terms of Service, the following definitions are used, both in the singular and in the plural form.
Account means the right to access a user interface on the NearEDGE™ Platform that enables the Client to manage and configure Software Services (or certain aspects thereof), access files that have been stored on the Client’s behalf and/or request and manage other Services.
Agreement means these Terms of Service, together with every purchase order, quote, offer, contract or other agreement between NearEDGE™ and the Client on the basis of which NearEDGE™ delivers products and/or provides Software Services or other Services to the Client.
Client means the person, or organization, or company, or entity entering into an Agreement with NearEDGE™, on the basis of which products are delivered and/or Software Services or other Services are provided, offered or made available to such Client.
Client Content means any Material supplied or provided by the Client to NearEDGE™ or uploaded to NearEDGE™ Platform or an Infrastructure in the context of, or in relation to Software Services or other Services, including Personal Data and Personally Identifiable Information.
Customer Endpoint means a device of Client that has the NearEDGE™ Software installed upon it. A device may be, without limitation, a physical computer, virtual machine, container instance, or any equipment able to run the NearEDGE™ Software.
Endpoint means a device that has the NearEDGE™ Software installed upon it but is not a Customer Endpoint. A device may be, without limitation, a physical computer, virtual machine, container instance, or any equipment able to run the NearEDGE™ Software.
in writing/written means any written or recorded evidence of an act, such as paper documents, as well as electronic messages, email, and other electronic means sent, provided that the sender’s identity and the integrity of the message have been sufficiently established.
Infrastructure means an infrastructure, software, platform or other product or service required or useful to NearEDGE™ in providing the Services under an Agreement, including, without limitation, a cloud based or other form of server, a software or a hardware product.
Infrastructure Provider means a third-party providing Infrastructure to NearEDGE™ or to the Client, as required or useful for the fulfilment of the Software Services or other Services under an Agreement.
Major Change means a change, update, replacement or discontinuance initiated by NearEDGE™ and affecting a Software Service or other Service, an Infrastructure or their Specifications, that detrimentally and substantially affects the Client or its use of the foregoing, namely if it requires a substantial update of its hardware or network or other major investment.
Materials means all work products, data, content and other material, such as websites and applications, software, trademarks, texts, reports and other documents, advertisements, plans, images, recordings and codes, as well the data carriers (whether or not decoded) on which the Materials are stored.
NearEDGE™ means NearEDGE Service Inc., a corporation created under the Québec Loi sur les sociétés par actions, having its registered office at 438 McGill street, suite 500, Montréal, Québec, H2Y 2G1 Canada and its successors and assigns.
NearEDGE™ Platform and Platform means the NearEGDE platform, software installed on Customer Endpoint(s) and software available at (https://app.nearedge.io) or other Web address and any other platform or infrastructure set up by NearEDGE™ and through which NearEDGE™ provides Software Services or other Services and exchanges with the Client from time to time.
NearEDGE™ Web site means the corporate site available at (https://www.nearedge.net) or other Web address including the NearEDGE™ Platform site.
Policies means NearEDGE™’s Personal Information and Data Protection Policy, and the NearEDGE™ Terms of Service, together with any other policy, guideline or code of conduct adopted by NearEDGE™ from time to time, in each case, such NearEDGE™ Policies will be made available on the NearEDGE™ Platform and may be updated, amended or replaced from time to time.
Personal Data and Personally Identifiable Information means an information about an identifiable individual within the scope of applicable law governing privacy and personal data protection.
Person means any natural or legal person, including governmental authorities, trust, corporation and organization.
Services means all the services offered to the Client by NearEDGE™ from time to time under an Agreement, such as but not limited to consulting, support, but excluding Software Services.
Software Services means the services offered to the Client by NearEDGE™ via a software, Infrastructure or other technological platform, such as access to or use of the NearEDGE™ Platform, any other software as a service (SAAS) and any access to (via a license or otherwise) a technological Infrastructure.
Specifications means the technical specifications issued by NearEDGE™ made available on the NearEDGE™ Platform in connection with a Software Service or other Service or product supplied to a Client from time to time.
These Terms of Service are applicable to all NearEDGE™ Web sites, Platforms, Software Services, or other Services, whether directly managed by NearEDGE, managed through a third party vendor or hosted by a third party (referred to hereafter as the Platform). These Terms also apply to any resources and tools provided through NearEDGE™ Platform, including but not limited to developer tools, download areas, research areas, community forums, chat rooms, blogs, sharing sites and product information. These Terms apply to all the NearEDGE™ Platforms, both now and in the future. Hereafter, all the materials covered by these Terms of Service will be referred to as the Materials.
NearEDGE™ may provide activity or program specific Terms of Service, for example when NearEDGE™ provides interactive Materials and/or enables User Generated Content. If so, to the extent that these Terms do not conflict with the program specific Terms of Service, the Terms herein remain in full force and effect.
These Terms of Service also apply to Infrastructure that NearEDGE™ sources from a third party, in whole or in part, and supplies to the Client, whether in processed or unprocessed form, through a Software Service or other Services.
Any derogations from or waivers of these Terms of Service are only legally valid if the waiving party has expressly agreed to such derogation or waiver in writing. NearEDGE™ expressly rejects the application of any general purchase conditions of the Client.
Insofar as any provision of these Terms of Service is voided or declared invalid or unenforceable, the other provisions of these Terms of Service will remain fully in effect. In such case, NearEDGE™ and the Client will consult on a new provision to replace the voided or invalid provision, taking the intent of the voided or invalid stipulation into account as much as possible.
NearEDGE™ reserves the right to amend, update or supplement these Terms of Service or another Agreement by posting the new Terms of Service on its Web site. Such amendments shall enter into force immediately. If the Client makes use of a Software Service, other Service or Infrastructure after the amended Terms or Service are posted on the NearEDGE™ Web site, such amendment shall be deemed accepted.
NearEDGE™ reserves the right to amend, update, replace or discontinue a Software Service or other Service, the Infrastructure and the Specifications, by providing written notice to the Client. Such changes shall be mandatory and apply to the Client and each applicable Agreement, unless it constitutes a Major Change. NearEDGE™ will provide Specifications and instructions with respect to any required update, which the Client agrees to implement and upload. Notice of amendments will be published on the NearEDGE™ Web site and notified by means of an email to the Client or via another channel that allows NearEDGE™ to reasonably prove that the Client received the notice.
If an amendment, update, replacement or discontinuance constitutes a Major Change and the Client refuses such Major Change, then the Client shall notify NearEDGE™ in writing and NearEDGE™ shall have the option to: (a) continue supporting the prior version until the end of the then current term of the affected Agreement(s); (b) amend the affected Agreements by mutual consent with the Client confirmed in writing; or (c) terminate the affected Agreement(s) on the date on which the Major Change enters into force. NearEDGE™ shall provide the Client with a reasonable prior notice (at least 30 days) if it is aware that an amendment, update, replacement or discontinuance will constitute a Major Change for the Client.
In the event that, in consultation with the Client, an Agreement entered into between NearEDGE™ and the Client is derogated from or requires additional Software Services or other Services, the resulting costs for additional or amended Services will be charged to the Client at the prices and/or rates that apply at the time of execution. Such prices and rates will be made available to the Client upon request.
An offer or quote made by NearEDGE™ shall only become a binding Agreement if (a) it is accepted during the time period stated therein; (b) the conditions indicated in such offer or quote are fulfilled and (c) it is governed by and subject to these Terms of Service. If no time period is stated, the quote is valid for sixty (60) days from its issuance. Agreements are formed when NearEDGE™ accepts the Client’s order, or when NearEDGE™ proceeds with carrying out a Software Service or other Service.
Each Agreement is tacitly renewed for successive periods of twelve (12) months, unless the Agreement stipulates otherwise or unless it is terminated in accordance with the termination clause.
Personal Information: Information submitted to NearEDGE™ through forms on the Platform or Materials is governed according to NearEDGE™'s Privacy Policy (https://www.nearedge.net/privacy-policy).
Member Account, Password, and Security: NearEDGE™ may, from time to time, host a program or activity specific site that may require you to establish a member account and/or site password. In such cases, you are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify NearEDGE™ immediately of any unauthorized use of your account or any other breach of security here. NearEDGE™ will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by NearEDGE™ or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.
Subject to the force majeure clause, NearEDGE™ will perform the Services with diligence and professional competence. NearEDGE™ will provide reasonable efforts to ensure uninterrupted availability of the Software Services and to provide the Client with access to the NearEDGE™ Platform and Client Content, as per the Specifications. NearEDGE™ warrants that it has the right and authority perform the Services and to supply the Software Services and Infrastructure as per the Specifications and the Terms of Service of the Agreement. If no Specifications have been issued, NearEDGE™ provides no guarantee of quality or availability other than reasonable commercial efforts.
NearEDGE™ may have part of the Software Services or other Services performed through one or more Infrastructure(s) supplied, in whole or in part, by one or more Infrastructure Provider(s) of its choosing.
If the Client has specific requirements or Specifications regarding the Infrastructure, and such requirements or Specifications are not fulfilled by the Infrastructure currently used by NearEDGE™, any costs (including registration, license, set-up, update and other fees and expenses) relating to amending or updating existing Infrastructure(s) or adding new compliant Infrastructure(s) or other third-party service will be borne by the Client. NearEDGE™ reserves the right to invoice the Client for such fees or set-up a direct payment mechanism. Such costs, fees and expenses will be disclosed to the Client prior to being incurred, unless they are included or authorized in a general or specific form in an Agreement. NearEDGE™ does not provide any warranty on Infrastructure(s) but assigns to the Client its rights under any warranty granted by the Infrastructure Provider(s). NearEDGE™ reserves discretion in the selection of Infrastructure(s) and Infrastructure Provider(s) appropriate for the performance of the Services and Software Services.
NearEDGE™ may provide the Client with access to an Account. The Account will be accessible by entering a password and a username. Each action performed by means of the Client’s Account or an Account created by the Client is deemed to take place under the responsibility and at the risk of the Client and any acceptance or Agreement entered into via such Account shall be binding on the Client. If the Client suspects or should reasonably suspect or know that the Account is being misused, the Client must report this to NearEDGE™ as soon as possible to enable the latter to take measures.
NearEDGE™ will provide remote Client support by telephone and email, during regular local office hours, as indicated on the NearEDGE™ Platform, insofar as a specific Agreement does not determine otherwise. NearEDGE™ does not provide support to the Client end users.
The Client acknowledges that NearEDGE™ and any Infrastructure Provider has the right to relocate the performance or supply of any Software Service or other Service or Infrastructure. This applies to the location of servers, the physical room within a data center or the performance of Services by natural persons. No notice will be provided to the Client.
The Client accepts to perform its obligations under the Agreements correctly and on time. NearEDGE™ reserves the right to monitor compliance with the Terms of Service.
Without limiting the generality of the foregoing, the Client will provide the data required or requested by NearEDGE™ for the provision of the Services, the supply of a Software Service or Infrastructure and the set-up of an Account, on time and in the format indicated by NearEDGE™. The Client guarantees that such information is correct and complete, and that it is authorized to provide that information to NearEDGE™ in connection with its performance of the Agreement(s). The Client also undertakes to maintain updated contact and payment information on the Account. The Client will provide NearEDGE™ access (in person or remotely) to the Client’s office or systems for the purpose of providing Services, as well as support to enable NearEDGE™ to perform Services. The term within which NearEDGE™ is required to provide a Software Service or perform another Service will not commence until all the data has been received and such delays shall not release the Client from payment obligations under the Agreement(s).
The Client acknowledges that it has verified the suitability of its Material and systems with the Specifications. Any change to the Client’s hardware, software, servers, infrastructures or other information must be reported to NearEDGE™ to identify incompatibility with the Software Service, Service or Infrastructure.
The Client acknowledges that it's hardware, software, servers, infrastructures support may changes over time and must work with its own suppliers to identify, remedy, or adapt any incompatibility with the Software Service, Service or Infrastructure. NearEDGE™ provides no guarantee that such remedy or adaption will be applied to the Software Service, Service or Infrastructure other than reasonable commercial efforts and due diligence.
The Client is responsible, to NearEDGE™’s complete exoneration, to validate that Endpoint(s) listed or identified in the Platform as Customer Endpoint(s) are valid Customer Endpoints. The Client further acknowledges that NearEDGE™ does not have all relevant information to perform the validation on its behalf.
The Client will inform NearEDGE™ without delay if it becomes aware that NearEDGE™ has failed to comply with an obligation or if a Software Service or other Service or an Infrastructure may be affected by circumstances known to the Client, such as an exceptional anticipated peak load. Upon receiving warning thereof, NearEDGE™ will provide reasonable effort to prevent the Software Services or other Services from becoming unavailable. To the extent such efforts require Services additional to those contemplated under an Agreement, additional costs incurred for this purpose may be charged to the Client in accordance with the NearEDGE™ performance clause.
The Client is allowed to supply or sub-license the Software Services only in combination with or as part of the Client’s own products or services. An Agreement may limit the number of end users allowed or specify costs per users or per volume, which shall be enforced by the Client. A Client may supply or sub-license the Software Services or assign any other Service to its affiliates, to the extent it (a) provides NearEDGE™ with prior written notice; (b) each such affiliate agrees in writing to the be bound by the Agreement(s); and (c) it is solidarily (jointly and severally) liable with such affiliate for the performance and enforcement of the Agreement(s). The Client is responsible toward NearEDGE™ and the Infrastructure Providers for any use of Software Services or other Services and Infrastructure by its affiliates, customers or end users and to ensure that they comply with the NearEDGE™ Policies, any Infrastructure Provider policies and applicable laws. To the extent permitted under applicable law, the Client shall indemnify NearEDGE™ and any Infrastructure Provider and save them harmless from and against any claims, liability, loss or damages caused by or resulting from its affiliates, customers or end users. NearEDGE™ may also deny access or use of a Software Service, Service or Infrastructure or enforce any other measure in the event that a Client’s affiliate, customer or end user violates these Terms of Service, the NearEDGE™ Policies, any Infrastructure Provider policies or applicable laws.
The Client is responsible, to NearEDGE™’s complete exoneration, to obtain and maintain all license or further consent from government authorities or third parties required for the Client (and its affiliates, customers and end users) use or intended use of the Software Services or other Services and the Infrastructure.
The Client shall comply at all times with applicable laws and industry standards and more specifically, but without limitation, all export laws and regulations of Canada and foreign jurisdictions where the Software Services or other Services or the Infrastructure is made available by the Client, and shall ensure that neither the foregoing nor any product thereof are used or intended to be used in any jurisdiction for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. The Client represents and warrants that its intended use of the Software Services or other Service and the Infrastructure complies with all applicable laws.
Without limiting the foregoing, to the extent the Client supplies or allows its end users, clients or representatives to supply Personal Data to NearEDGE™, it shall ensure that if has obtained all consents required under applicable law. Namely, it shall ensure that its contract with such users, clients or representatives refer explicitly to the relevant NearEDGE™ Policy. The parties may set-up protocols to avoid transfer of Personal Data, such as obfuscation (confusion) protocols to remove or make certain information unavailable and unidentifiable.
The Client acknowledges that NearEDGE™ does not provide its Software Services, other Services or Infrastructures directly to consumers or end users and may not provide all guarantees required under applicable consumer protection laws. The Clients shall be responsible, to NearEDGE™’s complete exoneration, of its compliance under such legislation and shall handle all consumer complaints.
NearEDGE™ may, in its sole discretion, implement updates, upgrades, bug fixes, patches and other error corrections to the Platform (collectively, the “Updates”). All Updates will be deemed to be NearEDGE™ Software subject to the terms and conditions of the Agreement. You are required to accept all Updates. If you do not wish to install the Updates, you should not use the Software Service following such Updates. NearEDGE™ may require that you accept and install Updates as a condition to the licenses granted in the Agreement. The Updates may be automatically installed without providing any additional notice or receiving any additional consent. You hereby consent to these automatic Updates. If the Updates is not automatically installed you hereby consent to manually install the Updates at a time convenient to you but not later than sixty (60) consecutive days after the Updates is made available to you.
A. No License: Unless otherwise specified in the Materials themselves, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Platform.
You may not use or facilitate the use of this Platform or any Materials in connection with any infringement analysis concerning NearEDGE™ products. By your use of this site or any Materials, you agree to grant NearEDGE™ a non-exclusive, royalty-free license to any patent claim thereafter drafted which includes subject matter disclosed on this site.
B. No Unlawful or Prohibited Use: You agree that you will not use the Platform or Materials for any purpose that is unlawful or prohibited by these Terms of Service. You may not:
Upload, post, email, transmit, use the Software Services or other Services, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
Use the Platform or Materials, or activities to "stalk" or otherwise harass or harm another;
Impersonate any person or entity, including, but not limited to, an NearEDGE™ official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity or collect or store personal data about other users in connection with the prohibited conduct and activities;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Platform or Materials;
Upload, post, email, transmit, use the Software Services or other Services, or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
Upload, post, email, transmit, use the Software Services or other Services, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
Upload, post, email, transmit, use the Software Services or other Services, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
Upload, post, email, transmit, use the Software Services or other Services, or otherwise make available any material that contains software viruses, spyware, or any other computer code, files or programs designed to interrupt, destroy, limit the functionality, extract or exfiltrate data of any computer software or hardware or telecommunications equipment;
You may not use the Platform or Materials in any manner that could damage, disable, overburden, or impair any NearEDGE™ server, or network(s) connections, disobey any requirements, procedures, policies or regulations of networks connected to the Platform or Materials or interfere with any other party's use and enjoyment of the Platform or Materials;
You may not attempt to gain unauthorized access to any Platform or Materials, other accounts, computer systems or networks connected to any NearEDGE™ server or Materials, through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform or Materials;
Intentionally or unintentionally violate any applicable local, state, national or international law, and/or any regulations having the force of law; and/or
Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the Canada government as a foreign terrorist organization.
The Client and NearEDGE™ shall ensure sufficient security to protect the integrity of its systems and networks and hinder third party intrusions or breaches.
The Client shall not, and shall not allow any third party to, directly or indirectly, reverse engineer, disassemble, compile, decompile or otherwise attempt to copy, derive, reconstruct or discover any source code, underlying ideas, algorithms, files, formats, programming or interface designs of the Software Service, the Infrastructure or any other technology made available to it under the Agreement(s). It shall maintain the confidentiality of its Account credentials (user name, passwords, security questions) and refrain from disclosing them to third parties.
If, in the opinion of NearEDGE™, its Software Service, any Infrastructure or any other systems or networks is hindered, damaged or otherwise at risk, including due to the Client (or its customer or end users) transmission of excessive Content, inadequately secured systems or virus activities, Trojan horses and similar software or due to a failure to comply with the Terms of Service of the Agreement(s), NearEDGE™ is authorized to take all reasonable measures it deems necessary to avert or prevent such risk. Without limiting the generality of the foregoing, NearEDGE™ may block or limit access to the Software Service and Infrastructure or implement a change or Major Change. NearEDGE™ will inform the Client of the measures taken out of the ordinary course of business.
NearEDGE™ will at all times be authorized to report any criminal acts discovered or witnessed. In addition, NearEDGE™ is authorized to provide the Client’s name, address and its customer or end user Personal Data to a third party if required under applicable law or pursuant to a judgment, order, decree or decision of a competent authority.
While NearEDGE™ endeavors to act with due care and as reasonably and adequately as possible, it can under no circumstances be held liable for damage or loss arising from the measures referred to in this Article 8.
Client agrees to indemnify, defend and hold NearEDGE™, its directors, officers, shareholders, employees, affiliates and licensees harmless from and against any losses, expenses, liabilities, claims, damages and costs, including reasonable attorney’s fees, incurred in connection with any claims, suits, demands, causes of action or other proceedings arising out of (a) Client’s failure to comply with the terms of service of the Agreement(s), (b) any violation by Client or its customers or end users of NearEDGE™’s or any third party’s intellectual property rights.
Unless expressly indicated otherwise in writing, all the prices and rates stated by NearEDGE™ are denominated in US dollar.
Prices and rates set forth in an Agreement shall apply for the initial term of such Agreement and any renewal term. Notwithstanding the foregoing, NearEDGE™ reserves the right to increase all prices on an annual basis, with immediate effect upon written notice to Client. Prices and rates applicable to an Agreement between NearEDGE™ and the Client shall not automatically apply to another Agreement, and may be quoted differently. Prices for additional Services or established on information provided by the Client which proves to be incorrect shall be adjusted. NearEDGE™ will make available to the Client upon request its standard rates and prices for some Services, such as hourly rates for remote training, technical support or customization. NearEDGE™ is authorized to revise such prices and rates at any time, in its entire discretion.
All prices stated by NearEDGE™ are exclusive of turnover tax, import, export, sales, customs or other taxes, duties and levies which may be imposed by a government (“Taxes”). NearEDGE™ reserves the right to charge for all applicable Taxes, which the Client agrees to pay, together will all applicable penalties or late charges.
NearEDGE™ may provide the Client with estimates and forecasts from time to time, based on hypothetical use or volume. The Account may also provide information on use, volume or forecasted or accumulated monthly fees. Such estimates and forecasts are not binding and the invoices shall prevail.
To the extent permitted under applicable law, and unless as specifically set forth in an Agreement, NearEDGE™ is authorized to charge the Client for the following costs, fees and out-of-pocket expenses:
Unless as otherwise set forth in an Agreement, NearEDGE™ will provide monthly invoices for Software Services, other Services and Infrastructure provided during the previous month, in accordance with the provisions of each Agreement. NearEDGE™ may charge set-up fees or require deposits or advance payment or require other security, in which case it and may suspend the delivery or performance until the payment is made or the security is received.
Invoices may be made available on the Account or sent by email to the Client or via another channel that allows NearEDGE™ to reasonably prove that the Client received it. The Client undertakes to pay NearEDGE™’s invoices within the payment term stated therein. In the absence of term, a net 30 days policy shall apply. NearEDGE™ may request automatic payment authorization from a credit card or bank account, in which case the Client agrees to file and sign the relevant forms via its Account or as otherwise agreed to with NearEDGE™.
All payments made by the Client to NearEDGE™ may be applied to the Client’s oldest outstanding invoices, regardless of any indication to the contrary by the Client. Any reliance by the Client on suspension, set-off or deduction is not allowed and hereby waived by the Client.
If the Client fails to pay any of NearEDGE™’s fees when due, the Client will automatically be in default, without any notice of default or demand being required. Overdue amounts will bear interest at an annual rate of 18%, calculated daily and composed monthly. The Client shall indemnify NearEDGE™ from all collection costs incurred if an amount due under the Agreement remains unpaid after a 30 day written notice of default, including the costs of a collection agency or the reasonable fees of its legal representatives (judicial and extrajudicial expenses and any legal costs).
All expenses, costs and damages suffered by NearEDGE™ in the event of a denied payment (ex. Insufficient funds) shall be charged to the Client, subject to a $50 minimum. An administrative charge of $500 will be payable by the Client in case of repeated reversals or denials.
The Client shall notify NearEDGE™ no later than 14 days from receipt of any invoice if it has any objections with respect thereto, failing which it shall be deemed to have accepted the charge and invoice.
NearEDGE™ is authorized to temporarily suspend one or more Software Service (including access to the NearEDGE™ Platform) or other Service or Infrastructure, in whole or in part:
Client’s customers or end users may see their access to the Software Services, Services or Infrastructure suspended if they fail to comply with the NearEDGE™ Policies or the policies of an Infrastructure Provider applicable from time to time.
NearEDGE™ is the exclusive owner or authorized provider of all Software Services (including the NearEDGE™ Platform) and Material developed or made available as part of the Software Services and other Services. The Infrastructure Provider is the exclusive owner or authorized provider of the Infrastructure. The source code or other components will not be disclosed to or otherwise shared with the Client.
Any development or improvement to, or other product deriving from the Software Services, other Services or Infrastructures shall remain the exclusive ownership of NearEDGE™ or the applicable Infrastructure Provider, as the case may be, whether or not they were developed with the feedback, work, help or collaboration of the Client, its representatives, customers or end users. The Client hereby assigns any right it might have to such intellectual property and irrevocably waives all moral rights thereto.
No right or interest is vested to the Client or its customers and end users, other than the limited licenses or user rights and powers expressly assigned in writing under the Agreements.
Unless this has been agreed otherwise in writing, the Client is forbidden from removing or modifying any references relating to copyrights, trademarks, trade names or other intellectual property rights with regard to any Material made available to it under the Agreement, including references relating to the confidential nature and secrecy of the Materials provided by NearEDGE™ or an Infrastructure Provider. If NearEDGE™ has protected Materials, the Client is not permitted to remove or circumvent the technical or other safeguards.
The copyright in all content posted on www.nearedge.net, and all connected sites is owned by NearEDGE™ Services, Inc. and subject to the NearEDGE™ Terms of Service.
NearEDGE™’s liability in connection with the Services and the performance of its obligations under the Agreement shall be limited to the performance of the non-complying Service or remedy of the breach.
THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE ARE THE SOLE GUARANTEE AND WARRANTIES PROVIDED BY NEAREDGE™ UNDER ANY AND ALL AGREEMENTS, AND EXCLUDES ANY OTHER GUARANTEE OR WARRANTY, WHETHER EXRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY LEGAL WARRANTY UNDER THE CIVIL CODE OF QUEBEC OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The warranty is void if the Client, its customer or end users or any other person (a) has modified or tempered with the Software Service, Infrastructure, the Account or any tool or product used in the Services, (b) has otherwise failed to comply with the Specifications or the terms and conditions of the Agreement or an infrastructure Provider policies; (c) uses hardware, software or connection which is incompatible with the Software Services, other Services, the Infrastructures or the Specifications; or (d) misuses the Software Services, other Services or Infrastructures. In any of the foregoing event, Client agrees to reimburse NearEDGE™ for its correction efforts in accordance with its then standard rates.
Without limiting the generality of the foregoing, to the extent permitted under applicable law, NearEDGE™ is not liable for:
NearEDGE™’s total liability under the Agreement(s) or in relation to the performance of its obligations thereunder will, under no circumstances, exceed the amount of the fee stipulated for the relevant Agreement for the year in which the failure takes place.
To the extent permitted under applicable law, the Client shall notify NearEDGE™, in writing, within thirty (30) days of the discovery of a breach, loss, damage or non-compliance of a Service, failing which the Client shall be deemed to have waived its claim irrevocably.
In no event will NearEDGE™ be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software Services or other Services or an Infrastructure or otherwise arising in connection with the Agreement(s), including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, loss of data, or any and all other commercial damages or losses, even if advised of the possibility thereof. NearEDGE™ makes no representation and gives no warranty that the Software Services or other Services or the Infrastructure will be error-free or free from interruptions or other failures or that they will meet any or all of Client’s anticipated revenues, profits or other expectations.
A. Exclusions of Warranty: YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE PLATFORM AND MATERIALS IS AT YOUR SOLE RISK AND THAT THE SOFTWARE SERVICES OR OTHER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF NEAREDGE™ INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE SERVICES OR OTHER SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
IN NO EVENT SHALL NEAREDGE™ OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM*S OR *MATERIALS, EVEN IF NEAREDGE™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
B. Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEAREDGE™ AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
IN NO EVENT SHALL NEAREDGE™ AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SOFTWARE SERVICES OR OTHER SERVICES, OR INFORMATION AVAILABLE FROM THE PLATFORM.
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY CONTENT, OR ANY CHANGES NEAREDGE™ MAY MAKE TO THE SOFTWARE SERVICES OR OTHER SERVICES, DOCUMENTS, WEB SITE, CONTENT OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE PLATFORM (OR ANY FEATURES WITHIN THE PLATFORM); OR IF APPLICABLE, YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
THESE LIMITATIONS ON NEAREDGE™'S LIABILITY SHALL APPLY WHETHER OR NOT NEAREDGE™ HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES.
C. Indemnification:
You agree to indemnify and hold NearEDGE™ and its officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post, transmit or otherwise make available through the Platform or Materials, your use of the Platform or Materials, your connection to the Platform or Materials, your violation of these Terms of Service or site specific Terms of Service, or your violation of any rights of another.
D. Accuracy and Completeness:
NearEDGE™ does not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the Platform or Materials.
E. Changes and Updates:
NearEDGE™ reserves the right to modify or discontinue, temporarily or permanently, Platform or Materials (or any part thereof) with or without notice. NearEDGE™ may make changes to Platform or Materials, or to the products described therein, at any time without notice. NearEDGE™ makes no commitment to update the Platform or Materials.
F. Content Related Notices
Ownership: You acknowledge and agree that NearEDGE™ owns all legal rights, title and interest in and to the Platform or Materials, including any NearEDGE™ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features therein (whether those rights happen to be registered or not, and wherever in the world those rights may exist), and that they are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way without NearEDGE™'s prior written permission. Except as expressly provided herein, NearEDGE™ does not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information.
Third Party Content: Platform or Materials may contain user or third party submitted content; such content is not reviewed, approved or endorsed by NearEDGE™ and is provided solely as a convenience to our customers and users. Under no circumstances will NearEDGE™ be liable in any way for any third party submitted or provided content, including, but not limited to, any errors or omissions, or damages of any kind. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. By your use you agree that you must evaluate, and bear all risks associated with, the use of any third party content, including any reliance on the accuracy, completeness, or usefulness of such content. All postings and use of the Platform or Materials are subject to these Terms of Service and any other program and site-specific terms.
G. NearEDGE™ Platform Notices and Information
Limitations: WITH REGARD TO INFORMATION ON NEAREDGE™ PRODUCTS AND SERVICES IN THE PLATFORM OR MATERIALS NO LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY INTELLECTUAL PROPERTY RIGHTS IS GRANTED IN THE PLATFORM OR MATERIALS. EXCEPT AS PROVIDED IN NEAREDGE™'S TERMS OF SERVICES OF SALE FOR SUCH PRODUCTS OR SERVICES, NEAREDGE™ ASSUMES NO LIABILITY WHATSOEVER, AND NEAREDGE™ DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY, RELATING TO SALE AND/OR USE OF NEAREDGE™ PRODUCTS INCLUDING LIABILITY OR WARRANTIES RELATING TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR INFRINGEMENT OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT.
Use of NearEDGE™ Platform: NearEDGE™ Platform are not intended for use in medical, life saving, life sustaining applications. UNLESS OTHERWISE AGREED IN WRITING BY NEAREDGE™, THE NEAREDGE™ PLATFORM ARE NOT DESIGNED NOR INTENDED FOR ANY APPLICATION IN WHICH THE FAILURE OF THE NEAREDGE™ PLATFORM COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR.
Changes to Specifications: NearEDGE™ may make changes to specifications and Platform descriptions at any time, without notice. Designers must not rely on the absence or characteristics of any features or instructions marked "reserved" or "undefined." NearEDGE™ reserves these for future definition and shall have no responsibility whatsoever for conflicts or incompatibilities arising from future changes to them. The product information on the Platform or Materials is subject to change without notice. Do not finalize a design with this information.
Defects and Errata: The software services described in the Platform or Materials may contain design defects or errors known as errata which may cause the software services to deviate from published specifications.
Benchmarks and Performance Claims: Any performance tests and ratings provided in the Platform are measured using specific computer systems and/or components and reflect the approximate performance of NearEDGE™ software services as measured by those tests. Any difference in system hardware or software design or configuration may affect actual performance.
H. Notice Specific to NearEDGE™ Software
Any NearEDGE™ software that is made available to download from the Web Sites ("Software") is the copyrighted work of NearEDGE™ and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms. The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF NEAREDGE™ SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, NEAREDGE™ HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
FOR YOUR CONVENIENCE, NEAREDGE™ MAY MAKE AVAILABLE AS PART OF THE WEB SITE OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. NEAREDGE™ DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE NEAREDGE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES OR IN NEAREDGE™ SOFTWARE PRODUCTS.
I. Notice Specific to NearEDGE™ Documents
Permission to use NearEDGE™ owned white papers, press releases, datasheets, specification documents, FAQs etc. ("Documents") from the Platform is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Softeware Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made.
Documents specified above do not include the design or layout of the Platform or any other NearEDGE™ owned, operated, licensed or controlled site. Elements of the Platform are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Platform may be copied or retransmitted unless expressly permitted by NearEDGE™.
NEAREDGE™ MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE PLATFORM FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NEAREDGE™ HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL NEAREDGE™ AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE PLATFORM.
THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE PLATFORM COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. NEAREDGE™ MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED AT ANY TIME.
A. Definition: User content submissions may include, but not limited to, user registration, participation, public sharing, posting, uploading, linking, downloading, and transferring, viewing, blogging, commenting, chat room, bulletin board and forum participation, or submitting or transmitting content, including, but not limited to graphics, art, software, code, data, text, video, audio, text, opinions, descriptions etc. (the "User Content") on any NearEDGE™ Platform. The content submitted by users is referred to here after as "User Content".
B. Non-Endorsement: NearEDGE™ does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and NearEDGE™ expressly disclaims any and all liability in connection with User Content submissions. NearEDGE™ does not permit copyright infringing activities and infringement of Intellectual property rights on its Platform, and NearEDGE™ will remove User Content if properly notified that such submission infringes on another's Intellectual property rights. NearEDGE™ reserves the right to remove User Content at its sole discretion and without prior notice.
C. Ownership: NearEDGE™ does not claim ownership of any User Content submitted, posted, transmitted, made available or displayed on, or through, the Platform, including, but not limited to, data, text, sound, images, videos, diagrams, software, code, audio, information, graphs, or descriptions on the Platform. Unless otherwise agreed to in writing, there is no compensation for User Content. NearEDGE™ is under no obligation to post or use any User Content submitted. Unless otherwise agreed in writing with an authorized NearEDGE™ representative, any material, information or other communication you transmit or post to a Platform will be considered non-confidential and non-proprietary.
D. License: Unless other specified on the Platform or activity terms and conditions, by posting, displaying, uploading, inputting, providing or submitting such user content you grant NearEDGE™, necessary sub-licensees and Platform users, a perpetual, irrevocable and fully sub-licensable license to use worldwide, royalty-free and non-exclusive license, to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display the User Content (in whole or in part) and to incorporate such User Content into other works in any format or medium now known or later developed for any and all commercial or non-commercial purposes.
E. User Submitted Code: Any user submitted code or materials posted on an NearEDGE™ Platform is supplied under license from the submitter, and should be used or downloaded in accordance with any license terms specified. NearEDGE™ is not responsible for user submitted code nor warrants that it will work correctly.
F. Warranties and Representations: By posting or submitting User Content you warrant and represent that you own or otherwise control all of the rights to your submission including, but not limited to, all the rights necessary for you to provide, post, upload, input or submit the User Content. To the extent that the User Content submitted contains images, photographs, pictures or graphical representations in whole or in part ("Images"), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms of Service and the Materials, (b) you have the rights necessary to grant the licenses and sub-licenses described in these Terms of Service, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms of Service.
G. Moderation or Pre-Screening: You acknowledge that NearEDGE™ may or may not moderate or pre-screen User Content. NearEDGE™ and its designees retain the right, at NearEDGE™'s sole discretion to pre-screen, refuse, or remove any User Content from its Platform or Materials. NearEDGE™, however, will have no liability related to the content of any such User Content, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Without limiting the foregoing, NearEDGE™ shall have the right to remove any User Content that violates these Terms of Service.
The linked sites are not under the control of NearEDGE™ and NearEDGE™ is not responsible for the content of any linked site or any link contained in a linked site. NearEDGE™ reserves the right to terminate any link or linking program at any time. NearEDGE™ does not endorse companies or products to which it links and reserves the right to note as such on its web pages. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.
NEAREDGE™ OR ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN NEAREDGE™'S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO NEAREDGE™. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO NEAREDGE™ OR ANYONE AT NEAREDGE™. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT NERAEDGE™ MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.
For the purposes of this Agreement, “Force majeure” has the meaning set forth in the Civil code of Québec and includes, but is not limited to, failures of public infrastructure over which NearEDGE™ has no control or in respect of which NearEDGE™ cannot rely on a contractual obligation to perform (ex. Internet service or hardware failure) failures caused by computer crimes to the extent NearEDGE™ has not been negligent, government measures, changes in laws, strikes, wars, terrorist attacks and internal civil commotion.
Neither NearEDGE™ nor Client will be deemed in default under an Agreement if its performance (other than a payment obligation) is delayed or made impossible by an event of Force majeure. Suspension or amendment to the Software Services, other Services, Infrastructures or these Terms and Conditions and other measures NearEDGE™ considers necessary in connection with a Force majeure event shall be permitted, with effect upon notice to the Client, and shall not form a basis for early termination. Rather than suspending, NearEDGE™ may offer a comparable replacement Software Service, other Service or Infrastructure.
If the period of Force majeure lasts longer than sixty (60) consecutive days, and NearEDGE™ has not secured an alternative Software Service, other Service or Infrastructure upon substantially comparable terms and conditions, the Client or NearEDGE™ will have the right to terminate the affected Agreement(s), by notice in writing, without liability to the other party.
Each of NearEDGE™ and the Client shall have the right to terminate this Agreement upon the occurrence of any of the following events affecting the other party:
the Client fails to pay outstanding amounts when due and does not remedy its default within 30 days of receipt of a written notice of default or immediately upon the occurrence of a repeated default (more than 2) or if the Client indicates to NearEDGE™ that payment will not be forthcoming;
the other party fails to comply with a material obligation under an Agreement and does not remedy the breach within 30 days of the receipt of a written notice of default or upon the occurrence of repeated defaults (more than 3) under the Agreements, whether or not they are material or remedied (to the extent the defaulting party was notified of each such default);
if the other party is subject to a provisional or definitive moratorium, a petition, proceeding or judgment in bankruptcy or insolvency, all or a portion of its assets are seized, it is wound up or its business is discontinued or a manager or receiver is appointed to its property;
if the other party fails to comply with applicable law or is subject to a public scandal which detrimentally affects the non-defaulting party.
NearEDGE™ is authorized to terminate access to an Infrastructure and suggest alternative Services, upon terms and conditions substantially similar to those of the Agreement, by providing Client upon prior notice, if its license or agreement with an Infrastructure Provider is terminated or suspended.
Unless otherwise stated in an Agreement, NearEDGE™ or the Client may terminate the Agreement by providing a notice in writing to the other party at least 30 days prior to the end of the then current term.
Upon termination or expiry of the Agreement, for any reason whatsoever:
NearEDGE™ will stop providing the Software Services or other Services and may deactivate the Account immediately and deny access to the Account, the Software Service and the Infrastructure;
the Client will stop using the Software Service and Infrastructure made available to it and will return all copies Materials that have been made available to the Client within the framework of the Agreement;
NearEDGE™ may delete Client (or its customer or end users) Content and other data; the Client is responsible for safeguarding and keeping copies of its Content before the Agreement is terminated; however, if the Content is available, NearEDGE™ will provide reasonable efforts to transfer a copy thereof to the Client upon request (if and when all outstanding amounts are paid); and
the Client is not released from any payment obligation with regard to Services performed and Software Services and Infrastructures supplied and other fees payable under the Agreements up and until the termination date, which will become immediately due and payable.
If the Client was intended to be assigned any Material or intellectual property developed or provided by NearEDGE™ under an Agreement (ex. a report or custom application pursuant to a Service), such assignment shall only become effective once outstanding invoices have been paid.
User access to the Platform is governed by all applicable federal, provincial, and local laws.
NearEDGE™ makes no representation that Materials in the site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
The Agreement constitute the entire agreement between you and NearEDGE™, Inc. and governs your use of the Platform. Each user may be subject to additional terms and conditions that may apply when that user uses affiliate services, third party content or third party software.
The Agreement and the relationship between you and NearEDGE™ shall be governed by the laws of the Province of Québec and federal laws applicable therein without regard to its conflict of law provisions and each party shall submit to the exclusive jurisdiction of the courts of the province of Québec, in the district of Montréal. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
In the case of any violation of these rules and regulations, NearEDGE™ reserves the right to seek all remedies available by law and in equity for such violations.
NearEDGE™ may revise these Terms of Service at any time by updating this posting. You should visit this page from time to time to review the then-current Terms of Service because they are binding on you. Certain provisions of these Terms of Service may be superseded by expressly designated legal notices or terms.
In the event of any inconsistencies between information set forth on the NearEDGE™ Platform or any other Material and an Agreement, the Agreement will prevail. In case of inconsistency, a specific Agreement issued by NearEDGE™ will prevail over these Terms of Service.
Remedies under the Agreements are cumulative and shall not exclude NearEDGE™'s other rights or recourses under applicable law.
NearEDGE™ is unilaterally authorized to assign its rights and obligations under the Agreement to a third party or one of its affiliates that takes over the Software Service or other Service or the relevant business activity from NearEDGE™. The Client is not allowed to transfer or assign an Agreement or its rights or obligations under an Agreement to another person without NearEDGE™’s prior written consent.
Language. The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais.
Copyright © 2023 NearEDGE™, Inc. All rights reserved. NearEDGE Services, Inc., 438 McGil street, suite 500, Montréal, QC, H2Y 2G1, Canada.