These Terms of Service (this “Agreement”) govern Customer’s access to and use of the EdgeIQ Symphony software platform and related services identified in an Order (as defined below). This Agreement is entered into by and between EdgeIQ, Inc., a Delaware corporation with offices at 200 Portland Street, Suite 500, Boston, MA 02114 (“EdgeIQ”), and the individual or entity submitting an Order (“Customer”). An Order may be submitted directly through EdgeIQ’s online ordering process, or through the online ordering process of an authorized reseller, distributor, or service provider marketplace through which EdgeIQ’s products are made available (each, a “Channel Partner”).

By submitting an Order, or by accessing or using the Product, Customer accepts and agrees to be bound by this Agreement. If Customer is entering into this Agreement on behalf of a company or other legal entity, Customer represents that it has the authority to bind that entity, in which case “Customer” refers to that entity. If Customer does not have such authority, or does not agree to these terms, Customer must not submit an Order and may not access or use the Product.

Effective Date. This Agreement is effective as of the date Customer first submits an Order (the “Effective Date”).

1.  LICENSE GRANT AND SUPPORT

1.1  License Types

Subject to the terms of this Agreement and the applicable Order, including timely payment of all fees, EdgeIQ grants Customer a non-exclusive, worldwide, non-transferable, non-sublicensable license to access and use the EdgeIQ Symphony software platform and related services identified in an Order (the “Product”) during the Subscription Term. The scope of the license is determined by the License Type Customer selects as part of the Order:

(a) Internal Use. Customer may access and use the Product solely for its own internal business operations and orchestration purposes. No commercial deployment to third parties is permitted under this license type.

(b) Commercial Deployment. Customer may embed or deploy the Product as part of a product, platform, or service that Customer sells, licenses, or delivers to its own customers or end users (“End Users”). This license type covers all commercial deployment models, including white label, managed service, embedded product, and OEM arrangements, regardless of whether the Product is separately branded. For the avoidance of doubt, direct resale of the Product as a standalone offering without integration into Customer’s own product or service requires a separate Reseller Agreement.

(c) Hybrid. Customer is licensed for both Internal Use and Commercial Deployment as described above.

All license types are subject to any device, seat, usage, or other quantitative limitations set forth in the applicable Order. Use beyond the licensed type or stated limitations requires submission of a new or amended Order.

1.2  Usage Data

EdgeIQ may collect and use anonymized, aggregated technical and operational data generated through Customer’s use of the Product (“Usage Data”) to operate, maintain, and improve the Product and EdgeIQ’s services. Usage Data will not include any personally identifiable information or Customer Confidential Information, and will not be disclosed to third parties in a form that identifies Customer.

EdgeIQ may use Usage Data and other de-identified and aggregated data sets derived from operation of the Product to develop, train, improve, support, and operate analytics, automation, artificial intelligence, machine learning, and related Product capabilities and services, provided such data does not identify and cannot reasonably be used to identify Customer, its End Users, or any individual.

1.3  Support

During the Subscription Term, EdgeIQ will provide Level 2 and Level 3 support for the Product to Customer in accordance with EdgeIQ’s Service Level Agreement available at https://www.edgeiq.io/SLA (the “SLA”), which is incorporated herein by reference. Customer is responsible for providing Level 1 support to its own End Users. EdgeIQ will provide implementation, training, and/or professional services if specified in an Order or a separate Statement of Work (“SOW”).

1.4  Suspension Rights

EdgeIQ may suspend access to all or part of the Product immediately upon notice if EdgeIQ reasonably determines that: (a) Customer’s use of the Product creates a material security risk; (b) Customer’s use threatens the integrity, availability, or security of the Product; (c) Customer violates applicable law through use of the Product; or (d) continued access may expose EdgeIQ, its systems, or other customers to material harm or liability. EdgeIQ will restore access as soon as the underlying issue has been resolved.

1.5  Customer Responsibilities

Customer is responsible for all acts and omissions of its employees, contractors, affiliates, End Users, and any other party accessing or using the Product through Customer’s accounts or credentials. Customer shall use commercially reasonable efforts to prevent unauthorized access to the Product and shall promptly notify EdgeIQ of any known or suspected unauthorized use.

1.6  Data Retention

Unless Customer has purchased optional extended data retention under an Order, EdgeIQ retains raw device telemetry and event data for seventy-two (72) hours following receipt, after which such data is deleted in the ordinary course of EdgeIQ’s standard data lifecycle practices. Customer Data retained beyond this period pursuant to an optional long-term storage Order (e.g., in a time-series database) remains subject to the ownership, confidentiality, and export terms of this Agreement for as long as it is retained.

1.7  Usage Verification

Upon reasonable prior notice and not more than once during any twelve (12) month period, EdgeIQ may verify Customer’s compliance with applicable device, seat, user, transaction, or other usage limitations set forth in an Order. Such verification shall be conducted in a manner designed to minimize disruption to Customer’s business operations. If Customer is determined to have exceeded licensed usage levels, Customer shall promptly pay the applicable fees for such excess usage. If underreported usage exceeds five percent (5%), Customer shall reimburse EdgeIQ for reasonable verification costs.

2.  TERM AND TERMINATION

2.1  Agreement Term

This Agreement commences on the Effective Date and remains in effect until all Orders (and any related SOWs) have expired or been terminated.

2.2  Subscription Term; Renewal

Each Order specifies a Subscription Term commencing on the Order Effective Date. Unless otherwise stated in an Order, each Subscription Term will automatically renew for successive one-year periods unless either party provides the other with at least sixty (60) days’ prior written notice of non-renewal before the end of the then-current term. EdgeIQ may adjust fees for any renewal term, provided that EdgeIQ gives Customer written notice of the revised fees no later than ninety (90) days before the renewal date and such increases do not exceed the greater of (i) seven percent (7%) or (ii) the percentage increase in the U.S. Consumer Price Index over the preceding twelve months.

2.3  Termination for Cause

Either party may terminate this Agreement or any Order upon written notice if the other party materially breaches this Agreement or the applicable Order and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. Termination of this Agreement does not, by itself, release Customer from any payment obligations accrued under any active Order prior to the effective date of termination. The specific payment consequences of termination are set forth in each Order.

2.4  Effect of Termination; Survival

Upon expiration or termination of this Agreement or any Order: (a) all licenses granted under the applicable Order immediately terminate; (b) each party will promptly return or certify destruction of the other party’s Confidential Information upon written request, provided that EdgeIQ will, upon Customer’s request, first make available to Customer a complete export of all Customer Data then held by EdgeIQ in accordance with Section 1.6 and any applicable Order, before returning or destroying any copies in EdgeIQ’s possession or control; (c) Customer’s ownership of, and right to retain and use, Customer Data survives such expiration or termination and is not affected by whether Customer continues its relationship with EdgeIQ; and (d) any provisions that by their nature should survive will survive, including Sections 2.4, 3, 4, 6, 7 (warranty disclaimer), 8, 9, and 10.

3.  FEES AND PAYMENT

3.1  Fees

License fees and any other fees for the Product are as set forth in the applicable Order.

3.2  Direct Orders

For Orders placed directly with EdgeIQ, EdgeIQ will invoice Customer upon the Order Effective Date and on each renewal anniversary. Payment is due within thirty (30) days of electronic delivery of invoice, by electronic funds transfer in U.S. dollars. Undisputed amounts not paid when due are subject to a service charge of 1.5% per month (or the maximum rate permitted by law, if lower), and EdgeIQ reserves the right, upon ten (10) days’ written notice, to suspend Customer’s access to the Product if any undisputed invoice remains unpaid for more than thirty (30) days past the due date, until such amounts are paid in full.

3.3  Orders Through a Channel Partner

For Orders placed through a Channel Partner, fees are billed to and collected from Customer by the Channel Partner in accordance with the Channel Partner’s own billing schedule, payment methods, and terms of use. Customer’s payment obligations under this Agreement are discharged to the extent Customer timely pays the Channel Partner in accordance with the Channel Partner’s terms. The Channel Partner remits payment to EdgeIQ pursuant to a separate arrangement between EdgeIQ and the Channel Partner; the Channel Partner is not a party to, and assumes no obligations under, this Agreement. If EdgeIQ does not receive payment for an Order because Customer has not paid the Channel Partner, EdgeIQ may suspend or terminate Customer’s access to the Product as described in Section 1.4 and Section 2.3, upon notice to Customer.

3.4  Taxes

Customer is responsible for all applicable taxes, levies, and duties arising from this Agreement, excluding taxes on EdgeIQ’s net income, except to the extent such taxes are separately collected and remitted by a Channel Partner as part of Customer’s payment. If Customer is required to withhold any taxes not collected by a Channel Partner, Customer will gross up payments so that EdgeIQ receives the full amount due.

3.5  Disputed Charges

For a Channel Order, Customer must raise any good-faith billing dispute first with the applicable Channel Partner in accordance with its dispute process, and must separately notify EdgeIQ in writing of any dispute relating to the Product itself within fifteen (15) days of the applicable charge. For a Direct Order, Customer must notify EdgeIQ in writing of any good-faith invoice dispute within fifteen (15) days of receipt. In either case, the parties will work in good faith to resolve the dispute promptly, and Customer is not required to pay disputed amounts while a dispute is pending, but must pay all undisputed amounts by the due date.

4.  INTELLECTUAL PROPERTY

4.1  EdgeIQ IP

The Product, including all software, documentation, and related materials, is the proprietary intellectual property of EdgeIQ and is protected by copyright, trade secret, and other applicable laws. Subject only to the license expressly granted herein, EdgeIQ retains all right, title, and interest in and to the Product. All enhancements, modifications, corrections, and derivative works made to the Product — whether by EdgeIQ, Customer, or jointly — will be owned by EdgeIQ and deemed part of the Product for purposes of this Agreement.

4.2  Customer IP

Customer retains all right, title, and interest in and to: (a) all data, content, and information regarding Customer’s customers and End Users that is collected, processed, or reviewed by or through the Product, together with Customer’s own data, content, and information input into or processed by the Product (collectively, “Customer Data”); (b) Customer’s own software, products, and services with which the Product is integrated; and (c) Customer’s custom configurations, API wrappers, workflow logic, and other integrations created by or for Customer that do not incorporate or modify the Product’s source code. Customer’s ownership of Customer Data vests immediately upon collection and is not contingent upon, and will not be affected by, the renewal, non-renewal, expiration, or termination of this Agreement or any Order. For the avoidance of doubt, EdgeIQ’s ownership under Section 4.1 is limited to the Product itself, including the dashboards, analytics tools, and other software and materials EdgeIQ uses to aggregate, process, or visualize Customer Data, and does not extend to Customer Data. Customer Data is deemed Customer’s Confidential Information under Section 6, regardless of whether it is separately marked or identified as confidential. For clarity, the foregoing does not include any functionality, features, or improvements to the Product itself.

4.3  Restrictions

Customer shall not, directly or indirectly: (a) sublicense, transfer, assign, sell, or lease the Product except as expressly permitted by the applicable License Type; (b) modify, decompile, disassemble, reverse engineer, or attempt to derive source code from the Product; (c) create derivative works of the Product; (d) remove or obscure any proprietary notices on the Product; or (e) use the Product to build a competing product or service.

4.4  Open Source

The Product may include certain open-source software components, which are subject to their respective open-source licenses. EdgeIQ will provide a software bill of materials (“SBOM”) upon Customer’s written request. Nothing in this Agreement limits any rights Customer may have under applicable open-source licenses.

5.  PUBLICITY

EdgeIQ will not identify Customer by name or logo in press releases or public investor communications unless Customer separately opts in by written notice to EdgeIQ. Upon EdgeIQ’s request, Customer may elect to participate in reference calls, case studies, or other promotional activities, but is under no obligation to do so.

6.  CONFIDENTIALITY

6.1  Obligations

Each party (“Recipient”) agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted below; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

6.2  Permitted Disclosures

Recipient may disclose Confidential Information to its employees, contractors, accountants, attorneys, advisors, affiliates, and third-party service providers who have a legitimate need to know in connection with this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

6.3  Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient without restriction before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

6.4  Compelled Disclosure

If Recipient is required by law or court order to disclose Confidential Information, Recipient will, to the extent legally permissible, provide Discloser with prompt prior written notice and cooperate with Discloser’s reasonable efforts to seek a protective order or other appropriate relief.

6.5  Return or Destruction

Upon termination or expiration of this Agreement, or upon Discloser’s written request, Recipient will promptly return or certify destruction of all Confidential Information in its possession or control, except to the extent retention is required by applicable law or regulation.

6.6  Injunctive Relief

The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy, and that either party may seek injunctive or other equitable relief without the requirement to post a bond or other security.

6.7  Information Security

EdgeIQ will maintain an information security program designed to protect the confidentiality, integrity, and availability of Customer Data. Such program shall include administrative, technical, and physical safeguards appropriate to the nature of the Product and generally consistent with industry-standard security practices applicable to cloud-based software platforms.

6.8  Security Incident

In the event EdgeIQ becomes aware of a Security Incident, EdgeIQ will notify Customer without undue delay, and in any event within seventy-two (72) hours of confirming that a Security Incident has occurred. “Security Incident” means any confirmed unauthorized access to, or unauthorized acquisition, disclosure, alteration, or destruction of, Customer Data while in EdgeIQ’s possession or control. Such notice will describe, to the extent then known, the nature of the Security Incident, the categories of Customer Data affected, and the remediation steps EdgeIQ has taken or intends to take. EdgeIQ will provide reasonable cooperation and information to Customer as Customer reasonably requires to meet its own notification obligations under applicable law, and will use commercially reasonable efforts to remediate the Security Incident and prevent its recurrence. This Section 6.8 does not apply to unsuccessful access attempts that do not result in unauthorized access to Customer Data (e.g., pings, port scans, or other routine network attacks).

7.  WARRANTIES AND DISCLAIMER

7.1  Product Warranty

EdgeIQ represents and warrants that during the Subscription Term: (a) the Product will operate in substantial conformance with the then-current Documentation; (b) the Product will be provided in accordance with the service levels set forth in the SLA; and (c) EdgeIQ has the right to grant the licenses set forth in this Agreement.

7.2  Warranty Remedies

If Customer notifies EdgeIQ in writing of a material nonconformance with the warranty in Section 7.1(a) or 7.1(b) during the Subscription Term, EdgeIQ will, at its option and expense: (a) use commercially reasonable efforts to correct the nonconformance within a reasonable time; or (b) provide Customer with a pro-rata refund of prepaid, unused Subscription Fees attributable to the non-conforming Product. These remedies are Customer’s sole and exclusive remedy for breach of the warranty in Section 7.1.

7.3  Warranty Exclusions

The warranty in Section 7.1(a) does not apply to nonconformances caused by: (a) Customer’s use of the Product in a manner inconsistent with the Documentation or this Agreement; (b) unauthorized modifications to the Product; (c) Customer-supplied software, hardware, or integrations; or (d) circumstances beyond EdgeIQ’s reasonable control, including those described in Section 11.7.

7.4  Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, EDGEIQ MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.  LIMITATION OF LIABILITY

8.1  Liability Cap

THE AGGREGATE, CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OR BASIS OF THE CLAIM, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO EDGEIQ UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2  Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3  Exceptions

Notwithstanding Sections 8.1 and 8.2, the limitations and exclusions set forth above will not apply to: (a) either party’s liability for death or personal injury caused by its negligence; (b) either party’s liability for fraud or willful misconduct; (c) either party’s liability for material breaches of Section 6 (Confidentiality), provided that the aggregate liability of either party for such breaches shall not exceed three (3) times the total fees paid or payable by Customer under the applicable Order during the twelve (12) months preceding the event giving rise to the claim; or (d) Customer’s obligation to pay fees owed under this Agreement.

8.4  IP Indemnification Cap

Notwithstanding Section 8.1:

(a) EdgeIQ’s aggregate liability under Section 9.1 (IP Indemnification) shall not exceed two (2) times the total fees paid or payable by Customer under the applicable Order during the twelve (12) months preceding the claim.

(b) EdgeIQ’s aggregate liability arising from a Security Incident under Section 6.8 shall not exceed two (2) times the total fees paid or payable by Customer under the applicable Order during the twelve (12) months preceding the claim.

9.  INDEMNIFICATION

9.1  EdgeIQ Indemnification

EdgeIQ will defend Customer against any third-party claim alleging that the Product, as delivered by EdgeIQ and used by Customer in accordance with this Agreement, infringes any patent, copyright, trademark, or trade secret recognized under the laws of any jurisdiction worldwide (an “IP Claim”), and will indemnify Customer for damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed in a settlement approved by EdgeIQ, provided that Customer: (a) promptly notifies EdgeIQ in writing of the IP Claim; (b) gives EdgeIQ sole control over the defense and settlement of the IP Claim; and (c) reasonably cooperates with EdgeIQ at EdgeIQ’s expense.

If the Product becomes, or in EdgeIQ’s reasonable judgment is likely to become, the subject of an IP Claim, EdgeIQ may, at its option: (i) obtain a license permitting Customer’s continued use; (ii) modify or replace the Product to be non-infringing while maintaining substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the applicable Order and refund any prepaid, unused Subscription Fees. This Section 9.1 states EdgeIQ’s entire obligation and Customer’s sole remedy with respect to third-party IP claims.

9.2  EdgeIQ Indemnification Exclusions

EdgeIQ has no obligation under Section 9.1 to the extent an IP Claim arises from or is contributed to by: (a) Customer’s use of the Product other than as specified in the Documentation or this Agreement; (b) modification of the Product by any party other than EdgeIQ or a party expressly authorized by EdgeIQ in writing; (c) combination, integration, or use of the Product with third-party software, hardware, data, or services not provided by EdgeIQ, where the infringement would not have occurred absent such combination; (d) Customer’s compliance with specifications, designs, or instructions provided by Customer; (e) Customer’s continued use of the Product after EdgeIQ has notified Customer of a potential infringement risk or provided a non-infringing alternative; or (f) a Channel Partner’s own platform, services, acts, or omissions, apart from the Product itself.

9.3  Customer Indemnification

Customer will defend EdgeIQ against any third-party claim arising from or related to: (a) Customer’s misuse of the Product or use in violation of this Agreement; (b) any combination of the Product with Customer software, products, or services that causes the Product or the combined offering to infringe a third party’s intellectual property rights; (c) any claim that Customer’s own intellectual property, or Customer’s product or service offering, infringes a third party’s intellectual property rights; or (d) Customer’s breach of any representation, warranty, or obligation under this Agreement. Customer will indemnify EdgeIQ for damages and reasonable costs finally awarded or agreed in a settlement approved by Customer, subject to EdgeIQ providing the same cooperation obligations set forth in Section 9.1.

9.4  Proactive Notice

If either party becomes aware of a potential IP infringement claim involving the Product, that party will promptly notify the other party in writing, and the parties will cooperate in good faith to assess the risk and identify appropriate mitigation steps.

10.  DATA PRIVACY

If and to the extent EdgeIQ processes personal data (as defined under applicable data protection law) on Customer’s behalf in connection with the Product, such processing is governed by EdgeIQ’s Data Processing Policy and incorporated herein by reference (the “DPP”). The DPP applies automatically and does not require separate execution. In the event of a conflict between the DPP and this Agreement with respect to data protection matters, the DPP will control.

11.  GENERAL

11.1  Entire Agreement

This Agreement, together with all Orders, constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications, whether oral or written. In the event of a conflict between this Agreement and an Order, the terms of the Order will control solely with respect to the specific products or services covered thereby, except that this Agreement will always control with respect to liability caps, IP ownership, indemnification obligations, and confidentiality. This Agreement is between EdgeIQ and Customer only; any Channel Partner through which Customer’s Order was placed is not a party to this Agreement and has no obligations hereunder, notwithstanding its role in facilitating Orders and billing under Section 3.3.

11.2  Order of Precedence

The order of precedence for the documents comprising this Agreement is as follows, with earlier documents taking precedence: (1) any signed amendment to this Agreement; (2) an applicable Order; (3) an applicable Statement of Work, if any; (4) this Agreement. Notwithstanding the foregoing, no Statement of Work may modify Section 4 (Intellectual Property) unless it expressly identifies the provision being modified and is signed by authorized representatives of both parties.

11.3  Amendment; Waiver

Except as set forth below, this Agreement may only be amended by a written document signed by authorized representatives of both parties. Notwithstanding the foregoing, EdgeIQ may revise this Agreement from time to time upon reasonable notice to Customer, with the “Last Updated” date above reflecting the most recent revision. Any such revision will apply prospectively to Orders submitted on or after its effective date; an Order submitted before a revision will continue to be governed by the version of this Agreement in effect when that Order was submitted, unless Customer separately agrees to the revised terms. No waiver of any provision will be effective unless in writing signed by the waiving party. Failure to enforce any provision will not constitute a waiver of future enforcement of that or any other provision.

11.4  Notices

All legal notices under this Agreement must be in writing and delivered by: (a) certified mail, return receipt requested; (b) recognized overnight courier; (c) email with confirmation of receipt; or (d) for notices to Customer, emailing the contact address on file with EdgeIQ or, for a Channel Order, the contact address on file with the applicable Channel Partner. Notices to EdgeIQ should be sent to legal@edgeiq.io unless otherwise directed. Notices are effective upon confirmed receipt.

11.5  Assignment and Change of Control

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning party’s assets or business, provided that the assignee assumes all obligations of the assigning party. Each party agrees to provide prompt written notice to the other party in the event of a change of control, including an acquisition or merger involving such party. Any purported assignment in violation of this Section is void. This Agreement will bind and inure to the benefit of permitted successors and assigns.

11.6  Compliance with Laws

Each party will comply with all applicable laws and regulations in connection with its performance under this Agreement, including applicable data protection and privacy laws and anti-corruption laws. Customer will not access, use, export, re-export, transfer, or permit its authorized users to access or use the Product in violation of any applicable export control, sanctions, or trade restriction laws and regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), and the U.S. Department of State. Customer represents and warrants that neither Customer nor, to Customer’s knowledge, its authorized users are subject to any such sanctions, embargoes, or trade restrictions. EdgeIQ will, upon Customer’s written request, provide the applicable Export Control Classification Number (ECCN) or other export classification information for the Product.

11.7  Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, terrorism, war, civil disturbance, government action, embargoes, fire, flood, earthquake, epidemic, or labor strike (each, a “Force Majeure Event”), provided that the affected party: (a) gives prompt written notice to the other party; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance as soon as practicable. The time for performance will be extended for the duration of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order upon written notice without liability, and EdgeIQ will refund any prepaid fees for the period of non-performance.

11.8  Governing Law; Disputes

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the federal and state courts located in Delaware, and each party irrevocably consents to the personal jurisdiction and venue of such courts. Nothing in this Section limits either party’s right to seek interim injunctive or equitable relief in any court of competent jurisdiction.

11.9  Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

11.10  Acceptance; Electronic Agreement

This Agreement does not require a handwritten or wet-ink signature. Customer accepts this Agreement electronically by submitting an Order (including by clicking “I Agree,” “Place Order,” or a similarly labeled action indicating acceptance), whether that Order is submitted directly through EdgeIQ or through a Channel Partner’s ordering process. Such acceptance is legally binding to the same extent as a signed written agreement. Customer represents that the individual submitting the Order has the authority to bind Customer to this Agreement.

HOW ORDERS WORK

Orders are submitted and confirmed through EdgeIQ’s standard online ordering process, or through the equivalent online ordering process of an authorized Channel Partner. Each Order will identify, at minimum: the License Type, the Product(s) and any applicable usage limitations, the Subscription Term, and the applicable fees. Optional add-ons (such as extended data retention under Section 1.6) will be identified as selectable options during ordering, if offered. Customer’s Order, once confirmed, is incorporated into and governed by this Agreement. Professional services, if offered, are governed by a separate Statement of Work referenced in the applicable Order.