Terms & Conditions

Terms & Conditions — EcoEdge AI
EcoEdge AI Pvt Limited

Terms & Conditions

Effective Date: 01 April 2025  |  Last Updated: 01 April 2025

1. Introduction & Acceptance of Terms

These Terms and Conditions (“Terms,” “Agreement“) constitute a legally binding agreement between you (“you,” “your,” “User,” or “Customer“) and EcoEdge AI Pvt Limited (“EcoEdge AI,” “we,” “us,” or “our“), governing your access to and use of all products, services, and platforms provided by EcoEdge AI, including:

  • The EcoEdge AI website at ecoedgeai.com and all associated subdomains (the “Website“);
  • The EcoEdge AI building intelligence platform, including the web-based dashboard, all modules, analytics features, and administrative tools (the “Platform“);
  • Application Programming Interfaces, webhooks, SDKs, and developer tools (the “APIs“);
  • IoT gateways, data connectors, edge computing devices, and hardware provided or recommended by EcoEdge AI (the “Hardware“);
  • Professional services, consulting, implementation, training, and support services (the “Professional Services“);
  • All documentation, knowledge bases, tutorials, and support materials (the “Documentation“);
  • Any other services, tools, or features offered by EcoEdge AI (collectively, with all of the above, the “Services“).

By accessing, registering for, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms, guidelines, or policies referenced herein. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” and “your” shall refer to that entity.

If you do not agree to these Terms, you must not access or use our Services.

2. Definitions

In these Terms, the following definitions apply:

Term Definition
“Authorized User” Any individual who is authorized by the Customer to access and use the Services under the Customer’s account, including employees, contractors, and agents.
“Building Data” All data collected from or related to building systems, equipment, sensors, BMS, and operational infrastructure through the Services, including HVAC telemetry, energy data, environmental data, equipment status, and alarm data.
“Customer Data” All data, content, files, information, and materials uploaded, submitted, stored, or transmitted by or on behalf of the Customer through the Services, including Building Data, account configurations, and User-Generated Content.
“Subscription” The specific plan, tier, or package of Services that the Customer has agreed to purchase, as defined in the applicable order form, service agreement, or online subscription selection.
“Subscription Term” The period during which the Customer is entitled to access and use the Services under an active Subscription, as specified in the applicable order form or service agreement.
“Service Level Agreement” or “SLA” The service performance commitments, uptime guarantees, and support response times applicable to the Customer’s Subscription, as set forth in a separate SLA document or the applicable order form.
“Intellectual Property” All patents, copyrights, trademarks, trade secrets, know-how, algorithms, models, software, designs, inventions, and other proprietary rights.

3. Eligibility

To access and use our Services, you must meet the following eligibility requirements:

  • You must be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater;
  • If registering on behalf of an organization, you must have the legal authority to bind that organization to these Terms;
  • You must not be prohibited from accessing the Services under any applicable law, regulation, or government sanction;
  • You must provide accurate, current, and complete registration information and maintain the accuracy of that information throughout the Subscription Term;
  • You must not have had a previous account terminated by EcoEdge AI for violation of these Terms.

4. Account Registration & Security

4.1 Account Creation

To access certain features of the Services, you must register for an account by providing accurate and complete information. You agree to keep your registration information current and accurate at all times. EcoEdge AI reserves the right to reject any registration or cancel any account at its sole discretion.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your username, password, and any API keys or authentication tokens. You agree to immediately notify EcoEdge AI at info@ecoedgeai.com of any unauthorized use of your account, any breach of security, or any loss or theft of your credentials.

4.3 Account Responsibility

You are solely responsible for all activities that occur under your account, whether or not authorized by you. EcoEdge AI will not be liable for any loss or damage arising from your failure to protect your account credentials. If you are an organizational account administrator, you are responsible for the actions of all Authorized Users within your organization’s account.

4.4 Multi-Factor Authentication

EcoEdge AI may require or recommend the use of multi-factor authentication (MFA) for account access. Where MFA is mandatory (such as for administrative accounts or API access), failure to enable MFA may result in restricted access to the Services.

5. Services & Subscriptions

5.1 Service Description

EcoEdge AI provides an AI-powered building intelligence platform that integrates with existing building management systems and infrastructure to deliver analytics, predictions, fault detection, energy optimization, intelligent control, and operational intelligence. The specific features, modules, and capabilities available to you depend on your Subscription level and are described in the applicable service documentation, order form, or subscription page.

5.2 Subscription Plans

Access to the Platform and related Services requires an active paid Subscription unless otherwise specified (e.g., free trial or evaluation period). Subscription plans may vary by features, number of buildings, data points, Authorized Users, API call limits, storage capacity, support tier, and other parameters. The details of each available plan are published on our Website or provided in an order form.

5.3 Free Trials & Evaluation Periods

EcoEdge AI may offer free trials or evaluation periods at its sole discretion. During a trial period, the Services may be provided with limited features, usage limits, or without service level commitments. At the end of the trial period, your access will terminate unless you purchase a Subscription. EcoEdge AI reserves the right to modify, suspend, or terminate trial offerings at any time without notice.

5.4 Service Modifications

EcoEdge AI reserves the right to modify, enhance, update, or discontinue any feature or functionality of the Services at any time. For material changes that significantly reduce the functionality included in your current Subscription, we will provide at least 30 days’ prior written notice. If such a material change adversely affects your use of the Services, you may terminate your Subscription in accordance with Section 14.

5.5 Service Availability & Uptime

We aim to maintain high availability of our Services. Specific uptime commitments, if any, are detailed in the applicable Service Level Agreement. The Services may be temporarily unavailable due to scheduled maintenance (for which we will provide reasonable advance notice), emergency maintenance, or circumstances beyond our reasonable control.

6. Fees, Billing & Payment

6.1 Fees

You agree to pay all fees associated with your selected Subscription plan as specified in the applicable order form, invoice, or online checkout. All fees are quoted in the currency stated in your order form or invoice and are exclusive of applicable taxes, duties, and levies unless explicitly stated otherwise.

6.2 Billing Cycle

Fees are billed in advance on a monthly or annual basis, depending on the billing cycle selected at the time of purchase. For annual Subscriptions, fees for the entire annual period are invoiced at the start of each renewal period unless otherwise agreed in writing.

6.3 Payment Methods

Payment may be made by credit card, debit card, bank transfer, or other payment methods accepted by EcoEdge AI. For credit card and debit card payments, you authorize EcoEdge AI (or our payment processor) to charge the payment method on file for all applicable fees. For invoice-based payments, payment is due within 30 days of the invoice date unless otherwise specified.

6.4 Price Changes

EcoEdge AI may adjust pricing for Subscriptions at any time. For existing Subscriptions, price changes will take effect at the start of the next renewal period. We will provide at least 60 days’ prior written notice of any price increase. If you do not agree to the new pricing, you may cancel your Subscription before the renewal date in accordance with Section 14.

6.5 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable sales taxes, value-added taxes (VAT), goods and services taxes (GST), withholding taxes, and any other taxes or governmental charges arising from your use of the Services, excluding taxes based on EcoEdge AI’s net income. If EcoEdge AI is required to collect or remit taxes on your behalf, such taxes will be added to your invoice.

7. Acceptable Use

7.1 Permitted Use

You are granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Services solely for your internal business purposes in accordance with these Terms, the applicable Subscription, and the Documentation.

7.2 Prohibited Conduct

You agree that you will not, and will not permit any Authorized User or third party to:

  • Use the Services for any unlawful, fraudulent, or malicious purpose;
  • Access, tamper with, or use non-public areas of the Services, EcoEdge AI’s computer systems, or the technical delivery systems of EcoEdge AI’s providers;
  • Attempt to probe, scan, or test the vulnerability of any EcoEdge AI system or network, or breach any security or authentication measures;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any part of the Services;
  • Copy, modify, create derivative works from, distribute, sell, lease, sublicense, or otherwise transfer any part of the Services or its content;
  • Use the Services to develop a competing product or service, or for competitive analysis, benchmarking, or feature comparison without prior written consent;
  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Services;
  • Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use;
  • Upload, transmit, or distribute any viruses, malware, worms, trojan horses, or any other malicious or harmful code;
  • Use any automated means (including bots, scrapers, crawlers, or data mining tools) to access or use the Services beyond the scope permitted by the APIs and Documentation;
  • Exceed the usage limits, rate limits, or fair-use thresholds specified for your Subscription plan;
  • Misrepresent your identity, affiliation, or authorization to access the Services;
  • Use the Services in any way that violates the rights of any third party, including intellectual property rights, privacy rights, or contractual rights;
  • Use building control features (writeback/control commands) in a manner that could endanger human safety, damage equipment, or violate building codes or safety regulations.

Safety Notice: The Services may include features that enable sending control commands to connected building systems. You are solely responsible for ensuring that any control actions taken through the Platform comply with all applicable safety codes, building regulations, manufacturer specifications, and industry standards. EcoEdge AI is not responsible for any damage, injury, or loss resulting from improper use of control features.

7.3 Enforcement

EcoEdge AI reserves the right to investigate and take appropriate action against any violation of this Section, including removing content, suspending or terminating accounts, and cooperating with law enforcement authorities.

8. Intellectual Property

8.1 EcoEdge AI Intellectual Property

The Services, including but not limited to the Platform, Website, APIs, software, algorithms, AI and machine learning models, user interfaces, designs, documentation, trademarks (including “EcoEdge AI” and associated logos), trade dress, and all related intellectual property, are and shall remain the exclusive property of EcoEdge AI Pvt Limited and its licensors. Nothing in these Terms grants you any right, title, or interest in or to the Services except the limited license to use the Services as expressly set forth herein.

8.2 Customer Data Ownership

You retain all right, title, and interest in and to your Customer Data. By using the Services, you grant EcoEdge AI a limited, non-exclusive, worldwide, royalty-free license to access, use, process, store, transmit, and display your Customer Data solely as necessary to provide, maintain, and improve the Services, and to fulfill our obligations under these Terms and the applicable service agreement.

8.3 Aggregated & Anonymized Data

EcoEdge AI may create aggregated, de-identified, or anonymized datasets derived from Customer Data and Building Data. Such aggregated and anonymized data, which cannot reasonably be used to identify you or any specific building, shall be owned by EcoEdge AI and may be used for any lawful purpose, including product improvement, research, benchmarking, industry analysis, and AI model training. This right survives termination of these Terms.

8.4 Feedback

If you provide EcoEdge AI with any suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback regarding the Services (“Feedback“), you hereby assign to EcoEdge AI all right, title, and interest in and to such Feedback. EcoEdge AI may use, incorporate, and commercialize Feedback without any obligation to compensate you or any restriction of any kind.

8.5 Third-Party Components

The Services may include or integrate with third-party software, libraries, or components, including open-source software. Such components are subject to their respective license terms, which are made available in the Documentation or upon request. Nothing in these Terms limits or alters the terms of any applicable open-source license.

9. Customer Data & Data Processing

9.1 Data Processing

EcoEdge AI will process Customer Data in accordance with these Terms, our Privacy Policy, and the applicable data processing agreement (where required by law). Where EcoEdge AI acts as a data processor on behalf of the Customer, we will process personal data only in accordance with the Customer’s documented instructions, unless required by applicable law to do otherwise.

9.2 Data Security

EcoEdge AI will implement and maintain appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. Details of our security practices are described in our Privacy Policy and, where applicable, in a separate security documentation or data processing agreement.

9.3 Data Portability & Return

Upon termination or expiration of your Subscription, and upon your written request made within 90 days of termination, EcoEdge AI will make your Customer Data available for export in a standard, machine-readable format. After the 90-day post-termination period, EcoEdge AI may permanently delete your Customer Data from our systems, including all backups, in accordance with our data retention practices, unless a longer retention period is required by applicable law.

9.4 Data Processing Agreement

Where required by applicable data protection law (such as the GDPR), EcoEdge AI will enter into a Data Processing Agreement (DPA) with the Customer on terms that meet the requirements of the applicable legislation. The DPA, where applicable, forms part of these Terms.

10. Confidentiality

10.1 Definition of Confidential Information

Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party“) to the other party (the “Receiving Party“), whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial information, customer lists, technical data, product roadmaps, source code, algorithms, AI models, pricing, and trade secrets.

10.2 Obligations

The Receiving Party agrees to: (a) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms; and (c) not disclose Confidential Information to any third party except to employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations at least as protective as those in this Section.

10.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party prior to disclosure without any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

10.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable assistance to contest or limit the scope of such disclosure.

11. Warranties & Disclaimers

11.1 EcoEdge AI Warranties

EcoEdge AI warrants that: (a) the Services will be provided in a professional and workmanlike manner, consistent with generally accepted industry standards; (b) the Services will substantially conform to the functionality described in the applicable Documentation; and (c) EcoEdge AI will not knowingly introduce any viruses, malware, or malicious code into the Services.

11.2 Customer Warranties

You warrant that: (a) you have the legal authority to enter into these Terms; (b) your use of the Services will comply with all applicable laws, regulations, and industry standards; (c) you have all necessary rights, licenses, and consents to provide Customer Data to EcoEdge AI for processing; and (d) Customer Data does not infringe the intellectual property rights or other rights of any third party.

11.3 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ECOEDGE AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

Without limiting the generality of the foregoing, EcoEdge AI does not warrant that: (a) the Services will be uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Services will be accurate, reliable, or complete; (c) AI-generated predictions, recommendations, insights, or optimization suggestions will be error-free or achieve any specific outcomes; or (d) any defects in the Services will be corrected.

11.4 AI & Prediction Disclaimer

The AI-driven predictions, recommendations, fault detection results, optimization suggestions, and automated control actions provided through the Services are based on statistical models, machine learning algorithms, and available data. These outputs are provided as decision-support tools and should not be relied upon as the sole basis for critical building operations, safety decisions, or regulatory compliance. You acknowledge that AI predictions inherently involve uncertainty and that actual results may differ from predicted outcomes. Human oversight and professional judgment should always be applied to AI-generated recommendations.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECOEDGE AI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ECOEDGE AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECOEDGE AI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO ECOEDGE AI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED US DOLLARS (USD $100).

12.3 Exceptions to Limitation

The limitations and exclusions in this Section 12 shall not apply to: (a) either party’s indemnification obligations under Section 13; (b) liability arising from a party’s willful misconduct or gross negligence; (c) liability for breach of confidentiality obligations under Section 10; (d) your obligation to pay fees under Section 6; or (e) any liability that cannot be excluded or limited by applicable law.

12.4 Basis of the Bargain

The limitations of liability in this Section 12 reflect a fair and reasonable allocation of risk between the parties and form an essential basis of the bargain between the parties. EcoEdge AI would not be able to provide the Services on an economically reasonable basis without these limitations.

13. Indemnification

13.1 Indemnification by EcoEdge AI

EcoEdge AI shall defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims, actions, or proceedings alleging that your authorized use of the Services infringes any third-party intellectual property right, and shall pay all damages, costs, and reasonable attorney’s fees finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by EcoEdge AI, provided that you: (a) promptly notify EcoEdge AI of the claim in writing; (b) grant EcoEdge AI sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation at EcoEdge AI’s expense.

If the Services become, or in EcoEdge AI’s opinion are likely to become, the subject of an infringement claim, EcoEdge AI may, at its option and expense: (a) obtain for you the right to continue using the Services; (b) replace or modify the Services to make them non-infringing while maintaining substantially equivalent functionality; or (c) if neither of the foregoing is commercially reasonable, terminate your Subscription and refund any prepaid fees for the unused portion of the Subscription Term.

13.2 Indemnification by You

You shall defend, indemnify, and hold harmless EcoEdge AI and its officers, directors, employees, and agents from and against any third-party claims, actions, or proceedings arising out of or related to: (a) your breach of these Terms; (b) your violation of applicable laws or regulations; (c) your Customer Data, including claims that Customer Data infringes any third-party right; (d) your misuse of the Services; or (e) your use of building control features in a manner that causes damage, injury, or loss. You shall pay all damages, costs, and reasonable attorney’s fees finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by you.

14. Term & Termination

14.1 Term

These Terms become effective when you first access or use the Services and remain in effect until terminated in accordance with this Section. Your Subscription Term is specified in the applicable order form or online subscription selection.

14.2 Renewal

Unless otherwise specified in the applicable order form, Subscriptions will automatically renew for successive periods equal to the preceding Subscription Term (or one year, whichever is shorter) at the then-current pricing, unless either party provides written notice of non-renewal at least 30 days before the end of the current Subscription Term.

14.3 Termination for Convenience

Either party may terminate these Terms at any time by providing written notice to the other party. If you terminate for convenience during an active Subscription Term, you remain responsible for all fees due for the remainder of the current Subscription Term, unless otherwise agreed in writing.

14.4 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days after receiving written notice specifying the breach; (b) becomes insolvent, files for bankruptcy, or has a receiver or liquidator appointed over its assets; or (c) ceases or threatens to cease conducting business in the ordinary course.

EcoEdge AI may also suspend or terminate your access to the Services immediately, without prior notice, if: (a) your use of the Services poses a security risk to the Services or any third party; (b) your use could subject EcoEdge AI or any third party to liability; (c) you are in violation of the Acceptable Use provisions in Section 7; or (d) your account has an overdue balance exceeding 60 days.

14.5 Effects of Termination

Upon termination or expiration of these Terms:

  • Your right to access and use the Services will immediately cease;
  • You must discontinue all use of the Services, including any APIs and integrations;
  • You must pay any outstanding fees owed to EcoEdge AI;
  • Customer Data will be handled in accordance with Section 9.3;
  • Each party shall return or destroy all Confidential Information of the other party, except as required by law;
  • Sections that by their nature should survive termination shall survive, including Sections 6 (to the extent of outstanding fees), 8, 9.3, 10, 11.3, 12, 13, 15, 16, and 17.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms through good-faith negotiation. The aggrieved party shall send written notice of the dispute to the other party, and the parties shall negotiate in good faith for a period of at least 30 days from the date of such notice.

15.2 Arbitration

If the dispute cannot be resolved through negotiation within the 30-day period, either party may submit the dispute to binding arbitration. The arbitration shall be conducted in accordance with the rules of [Insert Arbitration Body, e.g., the International Chamber of Commerce (ICC), LCIA, or local arbitration institution], by one or more arbitrators appointed in accordance with such rules. The seat of arbitration shall be [Insert City, Country]. The language of the arbitration shall be English. The arbitrator’s decision shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.

15.3 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations, without the requirement of posting a bond or other security.

15.4 Class Action Waiver

To the maximum extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

16. Governing Law

These Terms and any disputes arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable order form, service agreement, data processing agreement, and SLA, constitute the entire agreement between you and EcoEdge AI with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, representations, warranties, and understandings.

17.2 Amendments

EcoEdge AI reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our Website and updating the “Last Updated” date. For enterprise customers with active order forms, material amendments to these Terms will not apply until the next Subscription renewal unless mutually agreed in writing. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

17.4 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party to be effective.

17.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, without the prior written consent of EcoEdge AI. EcoEdge AI may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without your consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties’ respective successors and permitted assigns.

17.6 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of God, pandemic, epidemic, war, terrorism, riots, civil unrest, government actions, sanctions, embargoes, fire, flood, earthquake, power outages, telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.

17.7 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by email (with confirmation of receipt); or (c) sent by nationally recognized overnight courier. Notices to EcoEdge AI shall be sent to info@ecoedgeai.com or to our registered address. Notices to you shall be sent to the email address or postal address associated with your account.

17.8 Independent Contractors

The relationship between EcoEdge AI and you is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties.

17.9 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except as expressly provided in the indemnification provisions of Section 13.

17.10 Export Compliance

You agree to comply with all applicable export control laws and regulations, including those of the United States and the European Union. You shall not, directly or indirectly, export, re-export, or transfer any part of the Services or any technical information provided under these Terms to any country, entity, or person prohibited by applicable export control laws or for any prohibited end use.

17.11 Government Users

If you are a government entity or accessing the Services on behalf of a government entity, you acknowledge that the Services constitute “commercial computer software” and “commercial computer software documentation” as those terms are used in applicable government procurement regulations. Use, duplication, or disclosure is subject to the restrictions set forth in these Terms and applicable government regulations.

18. Contact Information

If you have any questions, concerns, or notices regarding these Terms, please contact us:

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