Last updated: January 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and EdgeRun AI, Inc. ("EdgeRun AI," "we," "us," or "our"), a corporation headquartered at 700 Canal Street, Stamford, CT 06902, governing your access to and use of the EdgeRun AI predictive maintenance platform, including all associated software, documentation, APIs, edge hardware (when provided by EdgeRun AI), and support services (collectively, the "Services").
By accessing or using the Services, by clicking "I Agree" or a similar button, or by executing an Order Form that references these Terms, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not use the Services.
These Terms should be read in conjunction with our Privacy Policy and Cookie Policy, which are incorporated into these Terms by reference.
EdgeRun AI provides an AI-powered predictive maintenance platform that uses edge sensors and machine learning to detect equipment anomalies in industrial manufacturing environments. The Services consist of:
The specific Services available to you depend on your subscription plan as described on our pricing page at edgerunai.com/price.html and in your executed Order Form. EdgeRun AI reserves the right to modify, discontinue, or add features to the Services at any time, provided that we will give reasonable notice of material changes that adversely affect existing subscribers.
To access the Services, you must create an account using accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify EdgeRun AI immediately at info@edgerunai.com if you become aware of any unauthorized use of your account.
You may permit designated employees, contractors, and agents of your organization ("Authorized Users") to access the Services under your account, up to the number of user licenses included in your subscription plan. You are responsible for ensuring that Authorized Users comply with these Terms. Any violation of these Terms by an Authorized User is deemed a violation by you.
You agree to use a strong, unique password for your account, enable multi-factor authentication where offered, not share account credentials between users (each Authorized User must have individual credentials), and promptly deactivate accounts for Authorized Users who leave your organization or no longer require access.
The Services are offered on a subscription basis with plans described at edgerunai.com/price.html. Plans are priced per monitored asset per month, with minimum asset counts and annual commitment requirements as specified for each plan tier. All prices are denominated in US Dollars (USD).
Annual subscriptions are invoiced annually in advance. Monthly subscriptions (where available) are invoiced monthly in advance. Payment is due within 30 days of invoice date. All payments must be made by credit card, ACH transfer, or wire transfer as specified in your Order Form. EdgeRun AI uses Stripe for payment processing. By providing payment information, you authorize EdgeRun AI to charge the applicable fees on the schedule specified in your Order Form.
EdgeRun AI may change subscription pricing for renewal terms with 60 days' prior written notice. Price changes do not apply to the current subscription term. Your continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing for the renewal term.
All fees are exclusive of applicable taxes. You are responsible for paying all applicable sales, use, value-added, or similar taxes arising from your subscription, other than taxes on EdgeRun AI's net income. EdgeRun AI will add applicable taxes to invoices where required by law.
Overdue amounts are subject to a late payment fee of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid. EdgeRun AI reserves the right to suspend access to the Services for accounts with payments overdue by more than 30 days, upon 10 days' prior written notice.
Annual subscriptions are non-refundable except in the case of EdgeRun AI's material breach of these Terms that is not cured within 30 days of written notice. Hardware purchased from EdgeRun AI may be returned within 30 days of receipt for a full refund if the hardware is in its original condition and has not been installed. Shipping costs for returns are the responsibility of the customer unless the return is due to a manufacturing defect.
You agree to use the Services only for lawful purposes and in compliance with these Terms. You may not:
EdgeRun AI retains all ownership and intellectual property rights in and to the Services, including the software, firmware, machine learning models, documentation, and all other materials provided by EdgeRun AI. These Terms do not grant you any ownership rights in the Services. You receive only a limited, non-exclusive, non-transferable, revocable license to use the Services during your subscription term for your internal business purposes in accordance with these Terms.
You retain all ownership and intellectual property rights in data generated at or by your facilities, including operational sensor data collected from your equipment ("Customer Data"). You grant EdgeRun AI a limited license to process Customer Data solely to provide the Services as described in these Terms and in your data processing agreement. EdgeRun AI will not use Customer Data for any purpose other than providing the contracted Services to your organization.
If you provide EdgeRun AI with feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant EdgeRun AI a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, and incorporate such Feedback into the Services without restriction or compensation to you. EdgeRun AI has no obligation to act on Feedback.
EdgeRun AI may create aggregate, anonymized data derived from Customer Data and platform usage (for example, statistical models of equipment failure rates by asset class, or anonymized anomaly detection performance benchmarks). Such aggregate data does not identify individual customers or facilities. EdgeRun AI owns and may use such aggregate data for product improvement, research, and industry reporting purposes.
Each party acknowledges that it may receive confidential and proprietary information from the other party in connection with the Services ("Confidential Information"). Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but in no case less than reasonable care. Neither party will disclose the other party's Confidential Information to any third party except as necessary to perform its obligations under these Terms or as required by law. These confidentiality obligations survive termination of these Terms for a period of 3 years.
EdgeRun AI warrants that the Services will perform materially in accordance with the documentation under normal use conditions. EdgeRun AI's warranty obligation is limited to using commercially reasonable efforts to correct or work around any reported defects. Edge hardware provided by EdgeRun AI carries a 12-month hardware warranty against manufacturing defects. Hardware that fails due to misuse, improper installation, or use outside the specified environmental conditions is not covered under warranty.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND EDGERUN AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. EDGERUN AI DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.
THE SERVICES ARE ANALYTICAL TOOLS INTENDED TO ASSIST YOUR MAINTENANCE PROGRAM. EDGERUN AI DOES NOT GUARANTEE THAT THE SERVICES WILL DETECT ALL EQUIPMENT FAILURES IN ADVANCE OR PREVENT ALL UNPLANNED DOWNTIME. THE SERVICES ARE NOT A SUBSTITUTE FOR PROPER ENGINEERING JUDGMENT, QUALIFIED MAINTENANCE PERSONNEL, OR COMPLIANCE WITH APPLICABLE SAFETY REGULATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EDGERUN AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF EDGERUN AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EDGERUN AI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO EDGERUN AI IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for certain types of damages. In such jurisdictions, EdgeRun AI's liability will be limited to the maximum extent permitted by law.
You agree to indemnify, defend, and hold harmless EdgeRun AI, its officers, directors, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your infringement of any third-party intellectual property rights; or (d) your Customer Data or its processing by EdgeRun AI pursuant to your instructions.
These Terms are effective from the date you first access the Services and continue until your subscription is terminated. The subscription term is as specified in your Order Form or as selected during account registration.
Annual subscriptions may be cancelled with 60 days' written notice prior to the renewal date. Monthly subscriptions (where available) may be cancelled with 30 days' written notice. Cancellation does not entitle you to a refund of prepaid subscription fees unless EdgeRun AI is in material breach of these Terms.
Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice (or immediately if the breach is not capable of cure).
Upon termination, your access to the Services will be disabled. You must promptly return or destroy any EdgeRun AI Confidential Information in your possession. EdgeRun AI will retain Customer Data for 90 days following termination, during which time you may request an export in CSV format. After 90 days, Customer Data will be deleted from EdgeRun AI's systems.
These Terms are governed by the laws of the State of Connecticut, without regard to conflict of law principles. Any dispute arising from or relating to these Terms or the Services that cannot be resolved informally will be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration conducted in Fairfield County, Connecticut. The arbitrator's decision will be final and binding. Notwithstanding this arbitration provision, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
EdgeRun AI may modify these Terms from time to time. We will provide at least 30 days' notice of material changes by email to the account administrator and/or by prominent notice in the platform. For non-material changes, the updated Terms will be posted at edgerunai.com/legal/terms.html with a new "Last Updated" date. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms.
Entire Agreement: These Terms, together with your Order Form and any data processing agreement executed between the parties, constitute the entire agreement between you and EdgeRun AI with respect to the Services, and supersede all prior negotiations, representations, warranties, and understandings.
Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Waiver: Failure by EdgeRun AI to enforce any provision of these Terms does not constitute a waiver of that provision or of any other provision.
Assignment: You may not assign these Terms or any of your rights or obligations under these Terms without EdgeRun AI's prior written consent. EdgeRun AI may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
Force Majeure: Neither party is liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, acts of government, power outages, or internet service failures.
For questions about these Terms of Service or to provide legal notices, contact us at:
EdgeRun AI, Inc.
700 Canal Street
Stamford, CT 06902
United States
Email: info@edgerunai.com
Phone: +1 (203) 719-3648