Terms of Use

1. Acceptance of Terms and Conditions

Use of this Edgevana, Inc (“Edgevana“) website (this “Website“) is governed by the terms and conditions contained herein as well as the terms and conditions of the Privacy Policy posted on the Website (“Terms”). These Terms are legally binding on all users of this Website and constitute a legally binding agreement between you (“User”) and Edgevana. By accessing this Website, User expressly and irrevocably agrees to the Terms and to abide by the Terms. These Terms currently list Edgevana's current policies and terms and conditions, but, as noted below, the Terms may be adjusted from time to time at Edgevana's discretion. If the User of this Website does not agree with any of these Terms, User may not, under any circumstances, utilize the Edgevana Website.

2. Intellectual Property Rights

2.1 Ownership

All content, text, images, data, information and other material displayed, available or present on this Website (“Content“), including any intellectual property rights in such Content (including without limitation trademarks and copyrights) or other intellectual property rights associated with the Website (hereinafter “Intellectual Property Rights“), are the property of Edgevana, its licensors, or designated owners and are protected by applicable intellectual property laws. User should assume that everything User sees or reads on this Website is protected by intellectual property rights, unless otherwise noted, and may not be used without the written permission of Edgevana or the respective owner except as provided in these Terms. All other trademarks or registered trademarks mentioned herein are used for identification purposes only and may be trademarks or registered trademarks of their respective companies.

2.2 Authorized and Prohibited Uses

User may access, use, and display this Website on a single computer only and download and print copies of the Content only for non-commercial, informational, personal use, without modification or alteration in any way, and only so long as User complies with these Terms and all applicable laws. If User violates these Terms and/or any applicable laws, your permission to use the Website terminates. User may not otherwise reproduce, sell, publish, distribute, modify, display, or use any Content or portion of this Website without the prior written permission of Edgevana; provided, however, if the functionality of the Website permits the e-mailing of certain Content or a link through the use of an “e-mail to a friend” (or similar) icon, User may send that particular Content to others by e-mail. User will not infringe upon any Intellectual Property Rights or remove or modify related intellectual property and/or proprietary notices contained in this Website or the Content.

2.3 Registration and Passwords

Edgevana may or may not at times require a User to have a password and provide registration details to access this Website or portions of this Website. If Edgevana does require a password and registration details, it shall be a condition of use of this Website that all the details User provides are correct, current, and complete. If Edgevana believes that the details are not correct, current, or complete, Edgevana will have the right to refuse User access to the Website, or any of its resources, and to suspend and/or terminate User's account. User is responsible for maintaining the confidentiality of any password(s) and registration details User is given to access this Website, and User is fully responsible for all activities that occur under User's password(s) and/or registration details. User agrees to notify Edgevana immediately of any unauthorized use of User's password(s) and/or registration details. Edgevana reserves the absolute right, in its sole discretion, not to issue a password to any person or entity.

2.4 Use of Client's Logo and Company Name

By purchasing our services, the Client hereby grants Edgevana, Inc. a non-exclusive, royalty-free, perpetual, and worldwide license to use the Client’s name, logo, and any other related trademarks or service marks (collectively, the “Marks”) for the sole purpose of identifying the Client as a customer of Edgevana, Inc. and promoting Edgevana, Inc.'s services. Such use may include, but is not limited to, display on Edgevana, Inc.'s website, marketing materials, and advertisements.

The Client acknowledges and agrees that Edgevana, Inc.'s use of the Marks does not constitute an endorsement of Edgevana, Inc.’s services by the Client. Should the Client wish to revoke this license, the Client must provide written notice to Edgevana, Inc. Upon receipt of such notice, Edgevana, Inc. will cease use of the Marks within thirty (30) days.

3. Website and Registration Administration

3.1 Linking

No link shall be made to any page of this Website, except a direct link to the top page http://edgevana.com, without framing. In addition, any link to this Website must be immediately followed by notice to Edgevana via e-mail at [email protected]. Moreover, in the event Edgevana deems User's linking practices in relation to this Website to be inappropriate, Edgevana may provide notice to the User concerning removal or modification of the inappropriate link, and User agrees to comply with any and all requirements of Edgevana relating thereto. Upon notification to Edgevana of User's link to the Website, as provided above, User may link to this Website unless and until Edgevana gives notice that User must discontinue linking to this Website.

3.2 Authority of Website Administrator

Edgevana may in its discretion modify, edit, translate, suspend, restrict access to, or terminate this Website, these Terms, the Content, or any link at any time without liability or prior notice. Edgevana may in its discretion terminate the browsing of, registration with, and use of this Website by any User at any time without liability or prior notice for any reason, including for any breach of these Terms.

4. User Requirements and Obligations

4.1 Compliance

User will comply with all applicable laws in connection with use of this Website.

4.2 Unsuitable Conduct

User will not engage in conduct on or in connection with this Website that is illegal, misleading, infringing, defamatory, obscene, offensive, or otherwise objectionable. User will not cause damage, embarrassment, or adverse publicity to Edgevana.

4.3 User Cooperation and Notification

User will cooperate with all reasonable requests of Edgevana and will notify Edgevana promptly upon learning of any actual or suspected breach of these Terms by User or unauthorized use or abuse of this Website.

4.4 Third Party Sites and Other Information

As a convenience to User, this Website may contain Content, links, and other information submitted by third parties over whom Edgevana has no control or responsibility. Edgevana has no obligation to monitor, control, or restrict the use of this Website or third party websites accessible via links on this Website. These other sites are not under the control of Edgevana, and User acknowledges that (whether or not such sites are affiliated in any way with Edgevana) Edgevana is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by Edgevana or any association with its operators. Moreover, Edgevana has no obligation to verify any Content submitted by any user or third party or to provide any registration or other information to User concerning any Content.

4.5 Warranty Disclaimers, Limitations on Liability, and Remedies

This Website, its Content, and its links are provided on an “as is” and “as available” basis and are used only at the sole risk of User, to the fullest extent permissible by law. Edgevana disclaims all warranties, express or implied, of any kind, regarding this Website (including its Content, hardware, software, and links), including any express or implied warranties as to fitness for a particular purpose, merchantability, title, timeliness, non-infringement, results, accuracy, completeness, accessibility, compatibility, security, and freedom from computer virus. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO USER, THE ABOVE EXCLUSIONS WILL APPLY TO USER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Edgevana will not be liable for any damages or losses, including direct, indirect, consequential, special, incidental, or punitive damages, including without limitation damages for lost profits, goodwill, use, data, or other tangible or intangible losses, in connection with use of the internet, this Website, its Content, or its links, however caused, whether in contract, tort, negligence, strict liability or otherwise, even if Edgevana has been advised of the possibility of such damages. Edgevana will not be a party to, and will have no responsibility or liability for, any transaction negotiated or arranged by a User arising in connection with this Website. In any event, if any of the above provisions in this Section are not enforceable in an applicable jurisdiction, the maximum liability of Edgevana will be limited to, in the sole discretion of Edgevana, either the (1) correction or deletion of any inaccurate Content or link; or (2) refund of any fees for this Website received by Edgevana from User.

4.6 Indemnification

Each User will defend, indemnify, and hold harmless Edgevana and their respective officers, directors, employees, and agents, and any of its licensors, website partners, or contractors from any demands, claims, damages, liabilities, expenses or harms, including attorney's fees, arising in connection with User's actions or omissions, including use of this Website, online conduct, breach of these Terms, or dealings or transactions with other persons resulting from use of this Website.

5. Miscellaneous

5.1 Separate Terms and Conditions

In connection with User's use of and/or access to Content contained in certain areas of this Website, it may be necessary for User to consent to policies or terms and conditions in addition to the Terms set forth herein, which User should read carefully before making any use of such Content or areas of this Website. Any such additional terms and conditions will not vary or replace these Terms regarding any use of this Website, unless otherwise expressly stated.

5.2 Privacy Policy

Edgevana is concerned about privacy and has developed a policy to address privacy concerns. User can find the current privacy policy at https://edgevana.com/privacy-policy/ (the “Privacy Policy“). The Privacy Policy is hereby incorporated into these Terms by reference and constitutes a part of these Terms.

5.3 Dispute Resolution; Applicable Law and Forum

With respect to any and all disputes arising out of or in connection with this Website or these Terms (including without limitation the Privacy Policy), Edgevana and User agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. Edgevana has no obligation to become involved in any dispute between a User and any other person. This Website, these Terms, and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Delaware and the United States without regard to its conflict of law principles. Edgevana and User agree that all disputes arising under this agreement will be settled exclusively through confidential binding arbitration in Delaware, pursuant to the Rules of Arbitration (“Rules“) of the International Chamber of Commerce (“ICC“) by a sole arbitrator nominated by agreement of the parties and confirmed in accordance with the said Rules. The arbitrator´s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. User agrees that Edgevana is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the provisions of these Terms pending a final arbitral decision.

5.4 Modification of Terms, Etc.

These Terms constitute the complete agreement between the parties with respect to their subject matter and supersede any prior agreement or communication. These Terms are subject to change from time to time and are effective immediately upon posting. Edgevana will endeavor to post a notice of any changes to these Terms for a period of thirty (30) days following any such modifications. Therefore, User is advised to review these Terms occasionally or at least every thirty (30) days. User’s continued use of this Website, subsequent to Edgevana’s notice of modification of these Terms, shall constitute User´s acceptance of the modified Terms. If any provision of these Terms shall be found to be invalid, illegal, or otherwise unenforceable, such finding shall not affect the other provisions of these Terms, or the whole of these Terms, but such provision shall be deemed modified to the extent necessary to render such provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms. The parties hereto are separate and distinct, and this agreement is not intended to create and does not create an agency, partnership, or joint venture relationship between the parties nor do these Terms extend to any third party. User´s obligations pursuant to these Terms shall survive termination of this Website, any use of this Website, any Content provided by User on this Website, and/or these Terms.

5.5 Contact Information

If you have any questions regarding these Terms or this Website, please contact Edgevana at [email protected].

MASTER SERVICES AGREEMENT

These Terms of Use (“Agreement”) govern your access to and use of the services offered by Edgevana Inc., a Delaware corporation (“Edgevana”), as part of its Synaptic Edge product line. By clicking “I Agree,” or by accessing or using Edgevana’s services, you (“Customer” or “you”) acknowledge that you have read, understood, and agree to be bound by this Agreement.

Edgevana provides infrastructure, networking, edge computing, and related services. Your access to and use of these services is subject to the terms and conditions set forth in this Agreement.

1. DEFINITIONS

1.1 Services

"Services" means the services provided by Edgevana, including but not limited to edge compute, content delivery, colocation, and network services, as specified in the applicable Service Order Form ("SOF").

1.2 Service Order Form

"Service Order Form" or "SOF" means a mutually executed document specifying the Services to be provided, along with terms, pricing, duration, and other relevant details.

1.3 Service Term

"Service Term" means the period during which Edgevana provides the Services under an SOF, beginning on the Service Activation Date.

1.4 Confidential Information

"Confidential Information" means all non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential.

1.5 Monthly Recurring Charges

"Monthly Recurring Charges" or "MRC" means the recurring monthly fees for Services.

1.6 Non-Recurring Charges

"Non-Recurring Charges" or "NRC" means one-time charges such as installation, setup, or custom configurations.

1.7 Peak-to-Mean Ratio

"Peak-to-Mean Ratio (P2M)" means the ratio of peak bandwidth to average bandwidth, used to calculate burst handling capacity. A P2M of 3.0 is assumed unless otherwise stated.

1.8 Flat-Rate Billing

"Flat-Rate Billing" refers to Edgevana's cost model that allows Customers to avoid variable usage-based pricing and instead pay a fixed fee based on committed capacity.

1.9 Hot Standby Node

"Hot Standby Node" means a server designated as failover capacity in Edgevana's Fault Tolerance Program. Customers may provision such nodes at 20% of production cost. If activated, a minimum 30-day charge applies.

1.10 Effective Cost per GB

"Effective Cost per GB" refers to the blended infrastructure cost for total delivered capacity in a given month, accounting for all regional delivery and node configurations.

2. TERM AND TERMINATION

2.1 Agreement Term

This MSA shall commence on the Effective Date and remain in effect for three (3) years unless terminated earlier in accordance with this Agreement. It shall automatically renew for successive one (1) year terms unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

2.2 SOF Duration

Each SOF shall remain in effect for the Service Term specified therein. Termination of an SOF shall not affect other active SOFs unless expressly stated.

2.3 Termination for Cause

Either Party may terminate this Agreement or any SOF for cause if the other Party materially breaches and fails to cure within thirty (30) days after written notice.

2.4 Early Termination

Customer may terminate any Service prior to expiration for convenience, subject to: (a) Providing ninety (90) days advance written notice to Edgevana; and (b) Payment of an early termination fee equal to the full remaining balance of all contracted services through the end of the committed term, due immediately upon issuance of the final invoice.

2.5 Fault Tolerance Program

Customers electing to participate in the Fault Tolerance Program agree to a minimum 24-month commitment and must maintain configuration parity for all standby nodes.

2.6 Termination Obligations

Upon termination or expiration of this Agreement or any SOF: (a) Customer shall immediately cease use of the terminated Services; (b) Edgevana shall cease providing the terminated Services; (c) Customer shall return or allow Edgevana to retrieve any Edgevana-owned equipment within fifteen (15) business days; and (d) Each Party shall return or destroy all Confidential Information of the other Party related to the terminated Services.

2.7 Survival

The following sections shall survive termination or expiration of this Agreement: Payment Obligations, Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and any other provisions that by their nature are intended to survive.

3. PAYMENT TERMS

3.1 Invoicing

Charges shall be invoiced monthly in advance for MRCs and in arrears for usage-based or NRCs unless otherwise stated in the SOF.

3.2 Payment Due Date

Customer shall pay all undisputed invoices within thirty (30) days of the invoice date. Late payments may incur interest at 1.5% per month or the highest rate allowed by law.

3.3 Billing Disputes

In case of billing disputes, Customer must notify Edgevana within ten (10) calendar days of the invoice date. Undisputed amounts must still be paid on time.

3.4 Taxes

All payments under this Agreement are exclusive of applicable taxes, which will be billed to and paid by Customer unless a valid exemption certificate is provided.

3.5 Hot Standby Billing

If Hot Standby Nodes are activated, Edgevana will bill the Customer a full month of MRC per activation, with no prorating.

4. CONFIDENTIALITY

4.1 Protection Standards

Each Party shall protect the other's Confidential Information using the same degree of care it uses to protect its own, but no less than a reasonable degree of care.

4.2 Disclosure Restrictions

Confidential Information shall not be disclosed to third parties except as required to fulfill obligations under this Agreement and subject to confidentiality obligations.

4.3 Survival Period

This section shall survive for three (3) years after termination of this Agreement.

5. LIMITATION OF LIABILITY

5.1 Excluded Damages

Neither Party shall be liable for any indirect, incidental, special, or consequential damages.

5.2 Liability Cap

Each Party's maximum aggregate liability arising out of this Agreement shall not exceed the total fees paid or payable under the applicable SOF in the twelve (12) months preceding the event giving rise to the claim.

6. MISCELLANEOUS

6.1 Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

6.2 Dispute Resolution

Any dispute that cannot be resolved amicably shall be resolved through arbitration in Los Angeles, California.

6.3 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger or sale of substantially all assets.

6.4 Notices

All notices under this Agreement shall be in writing and sent to the addresses set forth in the SOF or as updated by notice.

6.5 Entire Agreement

This Agreement, including all SOFs and any referenced SLAs, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.

7. BILLING

7.1 Advance Payment

All Services shall be billed and paid in advance of the service period. The first invoice will be issued upon execution of the SOF, and subsequent invoices will be issued thirty (30) days prior to the start of each billing cycle.

7.2 Payment Methods

Edgevana accepts payment via ACH transfer, wire transfer, or major credit cards. A processing fee of 3% may be applied to credit card payments for invoices exceeding $1000.

7.3 Service Suspension

Edgevana reserves the right to suspend Services if payment is not received within fifteen (15) days after the due date. A reconnection fee may apply to restore suspended Services.

7.4 Invoice Delivery

Invoices will be delivered electronically to Customer's designated billing contact. Paper invoices may be provided upon request for an additional administrative fee.

7.5 Currency

All fees and charges are in United States Dollars unless otherwise specified in the SOF.

7.6 Price Adjustments

For multi-year agreements, Edgevana may increase prices once per year by no more than 5% or the Consumer Price Index (whichever is greater) with sixty (60) days advance written notice.

7.7 Taxes and Withholding

Customer shall pay all taxes, fees and assessments due, imposed, assessed or levied against any of the goods or services contemplated in this Agreement, by any federal, state or local government or taxing authority including, without limitation, all sales, use, customs, excise or transactional gross receipts taxes or any similar transactional taxes ("Taxes"). All fees stated in this Agreement or any SOF are exclusive of Taxes. If Edgevana is required to collect or pay Taxes, such Taxes shall be billed to and paid by Customer unless Customer provides Edgevana with a valid tax exemption certificate authorized by the appropriate taxing authority.

8. ACCEPTABLE USE POLICY

8.1 Compliance Requirement

Customer agrees to comply with Edgevana's Acceptable Use Policy ("AUP") as described in this section, which may be updated from time to time with reasonable notice to Customer.

8.2 Prohibited Activities

Customer shall not use, and shall ensure that its end users do not use, the Services to: (a) Violate any applicable laws, regulations, or third-party rights; (b) Distribute malicious code, malware, or any software intended to damage or alter computer systems or data; (c) Engage in denial of service attacks, distributed denial of service attacks, or similar activities; (d) Interfere with the use of the Services or the equipment used to provide the Services by other customers; (e) Distribute unsolicited bulk communications (spam); (f) Access or attempt to access any systems, programs, or data without authorization; (g) Engage in fraudulent activities or misrepresentations; (h) Distribute or store content that is illegal, defamatory, harassing, or offensive; (i) Distribute content that infringes intellectual property rights; or (j) Engage in activities that consume excessive network resources.

8.3 Network Security

Customer shall maintain reasonable security measures to prevent unauthorized access to Edgevana's network, including maintaining secure access credentials.

8.4 Monitoring and Enforcement

Edgevana reserves the right to monitor compliance with this AUP, though it is not obligated to do so. Customer acknowledges that Edgevana may block or restrict access to or from certain sources if Edgevana reasonably believes there is a threat to its network, Services, or customers.

8.5 Remedies for Violations

If Edgevana determines, in its sole discretion, that Customer has violated this AUP, Edgevana may: (a) Suspend or terminate any or all Services provided to Customer without notice; (b) Remove or block any content or activity that violates this AUP; (c) Issue a warning; (d) Charge Customer for administrative costs and/or reactivation charges; or (e) Take any other action Edgevana deems appropriate.

8.6 Indemnification for AUP Violations

Customer agrees to indemnify and hold harmless Edgevana from any claims, liabilities, damages, costs, and expenses arising from or related to Customer's violation of this AUP.

8.7 Cooperation with Authorities

Edgevana reserves the right to cooperate with appropriate legal authorities in investigations of claims of illegal activity and to regulate conduct or content to protect Edgevana's rights and property.

9. SERVICE LEVEL AGREEMENT (SLA)

9.1 Service Availability

Edgevana will maintain a monthly Service Availability of 99.9% for its infrastructure and network services, unless otherwise specified in the applicable SOF.

9.2 Service Architecture and Fault Tolerance

The Service Availability commitment is directly tied to the architecture and design of the deployed infrastructure. Customer may elect to purchase additional redundant hardware or participate in the Fault Tolerance Program as described in the applicable SOF to increase the resilience and fault tolerance of the deployed system beyond the standard SLA. Edgevana's liability for service interruptions shall be limited to the remedies specified in this Agreement, and such remedies shall be based on the specific architecture and redundancy features purchased by Customer.

9.3 Credit Request Process

To receive a credit, Customer must submit a request within thirty (30) days of the incident, including dates, times, and duration of the unavailability, affected Services, and supporting documentation.

9.4 SLA Exclusions

Service interruptions due to the following shall not count as downtime: (a) scheduled maintenance with 48 hours advance notice; (b) emergency maintenance; (c) force majeure events; (d) Customer's applications, equipment, or facilities; (e) acts or omissions of Customer; or (f) suspensions due to AUP violations or non-payment.

10. SECURITY AND DATA PROTECTION

10.1 Security Measures

Edgevana will implement and maintain commercially reasonable technical, organizational, and physical safeguards to protect Customer data processed through the Services.

10.2 Customer Responsibilities

Customer is responsible for: (a) configuring Services in a manner that meets its security requirements; (b) properly securing its authentication credentials; and (c) ensuring the security of its own content, systems, and networks.

10.3 Security Incident Response

In the event of a security breach affecting Customer data, Edgevana will notify Customer without undue delay and take reasonable steps to mitigate the breach and restore the Services.

10.4 Compliance

Each Party will comply with applicable data protection and privacy laws in relation to the processing of personal data in connection with this Agreement.

11. INTELLECTUAL PROPERTY

11.1 Ownership

Each Party retains all right, title, and interest in and to its technology, software, and intellectual property.

11.2 License to Customer

Edgevana grants Customer a limited, non-exclusive, non-transferable license to use Edgevana's software and technology solely as necessary to use the Services during the Term.

11.3 Restrictions

Customer shall not: (a) modify, distribute, or create derivative works based on Edgevana's intellectual property; (b) reverse engineer, disassemble, or decompile any part of the Services; or (c) access the Services to build a competitive product or service.

12. INDEMNIFICATION

12.1 Edgevana Indemnification

Edgevana shall defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Services as provided infringe any patent, copyright, or trademark, provided that Customer promptly notifies Edgevana of such claim, allows Edgevana to control the defense, and reasonably cooperates with Edgevana.

12.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Edgevana from and against any third-party claims arising from: (a) Customer's use of the Services in violation of this Agreement; (b) Customer's content; or (c) Customer's violation of applicable laws.

12.3 Remedies for Infringement

If the Services become or are likely to become subject to an infringement claim, Edgevana may, at its option: (a) obtain the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate the applicable Services and refund any prepaid, unused fees.

13. FORCE MAJEURE

13.1 Force Majeure Events

Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, civil unrest, fire, explosion, accident, governmental action, or Internet service provider delays or failures.

13.2 Mitigation Efforts

The affected Party shall use reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably possible.

14. REPRESENTATIONS AND WARRANTIES

14.1 Mutual Warranties

Each Party represents and warrants that: (a) it has the legal power to enter into and perform under this Agreement; (b) it will comply with all applicable laws; and (c) it has obtained all necessary consents, approvals, and permits to perform its obligations.

14.2 Edgevana Warranties

Edgevana warrants that: (a) it will provide the Services in a professional manner consistent with industry standards; and (b) it has the right to provide the Services.

14.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EDGEVANA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15. MISCELLANEOUS

15.1 Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

15.2 Dispute Resolution

Any dispute that cannot be resolved amicably shall be resolved through binding arbitration in Los Angeles, California, conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The award shall be final and binding.

15.3 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Any assignment in violation of this section shall be void.

15.4 Notices

All notices under this Agreement shall be in writing and sent to the addresses set forth in the SOF or as updated by notice. Notices shall be deemed effective: (a) immediately upon delivery in person; (b) upon confirmation of receipt when delivered by email or recognized overnight courier; or (c) three (3) business days after being sent by certified mail.

15.5 Relationship of Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

15.6 Waiver and Severability

No waiver of any provision shall be effective unless in writing and signed by the waiving Party. If any provision is held to be unenforceable, it shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.7 Entire Agreement

This Agreement, including all SOFs and referenced policies and SLAs, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements or understandings.

15.8 Amendments

This Agreement may only be modified by a written document executed by authorized representatives of both Parties.

15.9 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures.

15.10 Export Compliance

Each Party shall comply with all applicable export and import laws. Customer shall not use the Services in violation of any export embargo, prohibition, or restriction.

15.11 Insurance

Customer shall maintain, at its own expense, commercially reasonable insurance coverage during the Term.

15.12 Publicity

Neither Party may issue press releases or any other public announcement regarding this Agreement without the other Party's prior written consent, except as required by law.

16. CREDIT WORTHINESS AND SURETY PAYMENT

16.1 Credit Assessment

Prior to providing Services, Edgevana may conduct a credit assessment of Customer. Based on the results of this assessment, Edgevana reserves the right to require a surety payment as a condition of providing Services.

16.2 Surety Payment

If required by Edgevana, Customer shall provide a surety payment in an amount specified in the SOF. This surety payment shall be held in escrow for the duration specified in Section 16.3.

16.3 Surety Release

The surety payment will be released to Customer after twenty-four (24) consecutive months of on-time payments, provided Customer is not in breach of any other term of this Agreement.

16.4 Application of Surety Payment

If any invoice remains unpaid for fifteen (15) days or more past the due date, Edgevana may, without prior notice to Customer, apply all or part of the surety payment to satisfy the outstanding balance.

16.5 Surety Replenishment

If Edgevana applies any portion of the surety payment to past due amounts, Customer must replenish the surety payment to its full required amount before the next invoice due date.

16.6 Service Interruption

Failure to replenish the surety payment to its full required amount before the next invoice due date may result in immediate service interruption without further notice to Customer. Edgevana shall have no liability for any damages, losses, or consequences arising from such service interruption.

16.7 Service Restoration

Following a service interruption pursuant to Section 16.6, Edgevana will restore Services within one (1) business day after Customer has: (a) replenished the surety payment to its full required amount; and (b) paid any applicable service restoration fees as specified in the SOF.

16.8 Periodic Reassessment

Edgevana reserves the right to periodically reassess Customer's credit worthiness and adjust the surety payment requirement accordingly upon thirty (30) days written notice to Customer.

16.9 No Interest

The surety payment shall not accrue interest during the period it is held in escrow, and Edgevana shall not be required to maintain the surety payment in an interest-bearing account.

16.10 Final Application

Upon termination of this Agreement, Edgevana may apply the surety payment to any remaining amounts owed by Customer, with any balance returned to Customer within sixty (60) days after the effective date of termination.