NIMBLEEDGE, INC.
TERMS OF USE

1. INTRODUCTION TO NIMBLEEDGE AND OUR WEBSITE/PLATFORM

NimbleEdge offers a platform that helps enterprises with an edge-based solution to improve their application performance and their end users experience.

2. PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you provide to us when you register for our Website. You understand that through your use of our Website, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by NimbleEdge and our affiliates.

3. ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use our Website, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Website, or not otherwise prohibited from having an account, (c) are not our competitor, or are not using our Website for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website.

4. SERVICE LICENSE

Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Website to access, stream, download, and use on your mobile device our Website and content made available in or otherwise accessible through our Website, strictly in accordance with this Agreement.

You will not use, copy, adapt, modify, prepare derivative works based upon our Website, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website, except as expressly permitted in this Agreement. When using and accessing our Website, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply. 

YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR WEBSITE. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO NIMBLEEDGE FOR THE ABILITY TO ACCESS OR USE OUR WEBSITE. 

5. ACCESS AND SERVICE RESTRICTIONS

You agree that our Platform, including but not limited to the Website, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by NimbleEdge and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement.

You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website, in any manner, and you will not exploit our Website in any unauthorised way whatsoever, including but not limited to, using our Website to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use our Website in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Website.

6. RESERVATION OF RIGHTS

You acknowledge and agree that our Website and Platform are provided for your use. Except to the extent necessary to access and use our Website, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Website, whether expressly, by implication, estoppel, or otherwise. NimbleEdge and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website and Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

7. ACCESS RIGHTS

You can access and use our Website at www.nimbleedge.com. If you want to access and use our App, please go to your Google Play Store or Apple App Store to download the App. When using our Platform, you are required to provide us with registration information including personal information. You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our Privacy Policy.  You agree to cooperate with us if the security of our Website is compromised by you or another person through the use of our Website or Platform.  We will not be liable for any loss or damage arising from your failure to comply with this Section.

We collect personal and business information (as set forth in our Privacy Policy), which we need, from you when you register to use our Website. This information is necessary for us to provide our Website to you and is stored on our servers to enable us to continue to provide our Website to you. Upon your written request, we will provide you with a list of all of the Personal Information that we store on you within thirty (30) days of receiving your request. Also, upon your prior written request, we will delete any such information within thirty (30) days of receiving your request. Notwithstanding, please note that, if you ask us to delete all such information, we will not be able to continue to provide our Website to you. Please send your requests to us at [admin@nimbleedgehq.ai]. 

8. REQUIRED CONDUCT AND PROHIBITED CONDUCT

As a condition to access our Website, you agree to this Agreement and to strictly observe the following:

• Required Conduct

  • Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
  • Provide accurate information to NimbleEdge and update from time to time as may be necessary;
  • Review our Privacy Policy; and
  • Review and comply with notices sent by NimbleEdge, if any, concerning our Website.
• Prohibited Conduct

  • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Website (excluding any user content);
  • Reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Website, or any part thereof;
  • Utilize information, content or any data you view on and/or obtain from our Website to provide any service that is competitive with us;
  • Imply or state, directly or indirectly, that you are affiliated with or endorsed by NimbleEdge unless you have entered into a written agreement with us;
  • Adapt, modify, or create derivative works based on our Website or technology underlying our Website, or other users’ content, in whole or in part;
  • Rent, lease, loan, trade, sell/re-sell access to our Website or any information therein, or the equivalent, in whole or part;
  • Access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;
  • Use manual or automated software, devices, scripts robots, other means or processes to “scrape”, “crawl” or “spider” any web pages contained in the Website;
  • Use automated methods to add contacts or send messages;
  • Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Website;
  • Attempt to or actually access our Website by any means other than through the interface provided by NimbleEdge;
  • Attempt to or actually override any security component included in or underlying our Website;
  • Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
  • Remove any copyright, trademark, or other proprietary rights notices contained in or on our Website, including those of both NimbleEdge or any of our licensors;
  • Use any information obtained from our Website to harass, abuse, or harm another user; or
  • Engage in any action or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive.

9. NIMBLEEDGE COMMUNICATIONS

You understand and agree that you may receive information and push notifications from NimbleEdge via email, text message on your mobile device, or calls to your mobile number. You hereby consent to receive communications via email, text message on your mobile device, or calls to your mobile number. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not NimbleEdge.

• Email Contact.  We may send promotional messages about us and our products and services related to our Website and Platform to your email.  When you send us a query email at [admin@nimbleedgehq.ai], you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with these Terms of Use and our Privacy Policy. 
• Push Notification.  You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Website and Platform.

10. PAYMENT

There is a monthly subscription fee for accessing and using our Website, App, and Platform.  In the event that we modify the subscription fee in the future, we will communicate such modification to you as per the procedure detailed under Section 18 or as otherwise specified in another agreement between NimbleEdge and you.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold NimbleEdge and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against NimbleEdge and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.

12. DISCLAIMERS

Your access to and use of our Website and Platform or any content are at your own risk. You understand and agree that our Website and Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Website or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Website or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Website; and (iv) whether our Website will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Website, will create any warranty or representation not expressly made herein.

NIMBLEEDGE DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER USERS OR THIRD PARTIES VIA OUR WEBSITE, BUT NIMBLEEDGE WILL REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL NIMBLEEDGE BE LIABLE IN ANY WAY FOR ANY CONTENT CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY OUR USERS, AND NIMBLEEDGE SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.   

13. LIMITATION OF LIABILITY

You acknowledge and agree that, in no event will NimbleEdge be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Website, including, without limitation, any information made available through our Website pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website.  Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that NimbleEdge may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of NimbleEdge’s liability will be the minimum permitted under applicable law.

14. TERMINATION

You may terminate this binding legal Agreement with NimbleEdge by providing thirty (30) days prior written notice, with a possible termination charge.  

We reserve the right to suspend or terminate your account or cease providing you with access to all or part of our Website at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement or our Privacy Policy, (ii) you create risk or possible legal exposure for NimbleEdge; or (iii) our provision of our Website to you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use our Website.

All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.

15. COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on our Website violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent. 

• Your physical or electronic signature;
• Identification of the copyrighted work(s) that you claim to have been infringed;
• Identification of the material on our Website that you claim is infringing and that you request us to remove;
• Sufficient information to permit us to locate such material;
• Your address, telephone number, and email address;
• A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

NimbleEdge’s Copyright Agent to receive DMCA Takedown Notices is [Ahamed Mushtafa], [admin@nimbleedgehq.ai], at NimbleEdge, Attn: DMCA Notice, 355 Bryant Street, Suite 403, San Francisco, CA 94107. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by NimbleEdge in connection with the written notification and allegation of copyright infringement.

16. ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

17. ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.

18. MODIFICATIONS

We will post any changes to these Terms of Use in a notice of the change at the bottom of our web page with a hyperlink thereto. We will also send you an email describing such changes. Please regularly review these terms of use. Notwithstanding if you continue to use our Website, you are bound by any changes that we make to these Terms of Use.

19. RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind NimbleEdge to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of NimbleEdge.

20. GOVERNING LAW

This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles.  Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 22.

21. DISPUTE RESOLUTION AND ARBITRATION

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and NimbleEdge agree (a) to waive your and NimbleEdge’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website, resolved in a court, and (b) to waive your and NimbleEdge’s respective rights to a jury trial. Instead, you and NimbleEdge agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).

22. MISCELLANEOUS

This Agreement along with our Privacy Policy constitutes the entire agreement between you and NimbleEdge and supersedes any prior agreements between you and NimbleEdge with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to NimbleEdge shall be given by certified mail, postage prepaid and return receipt requested to NimbleEdge at 355 Bryant Street, Suite 403, San Francisco, CA 94107. Any notices to you shall be provided to you through our Website or given to you via the email address or physical address you provide to NimbleEdge during the registration process.