[EdgeDX] Device and Software License Terms (B2B)
You and EdgeDX Inc. Agree to the Following:
Article 1 [Purpose and Scope]
These Terms and Conditions (this "Agreement") set forth the conditions and responsibilities for the sale, subscription, and license grant of devices and the software embedded in or interoperating with such devices ("Licensed Software") supplied by EdgeDX Inc. (the "Supplier") to business counterparties (each, a "Customer", "You"). These Terms apply only to business-to-business (B2B) transactions.
Article 2 [Definitions]
① "Device(s)" means any and all hardware products, including AI analysis equipment, sold or supplied by the Supplier to the Buyer, and the specific items and quantities shall be as set forth in the relevant purchase order ("Purchase Order") or invoice ("Invoice").
② "Licensed Software" means all software that is embedded in the Device or operates in connection with the Device, including firmware, middleware, applications, and analytics algorithms.
③ "Warranty Period" means the period during which the Supplier agrees to repair, free of charge, any defects in quality, performance, or functionality that arise under normal conditions.
Article 3 [Effectiveness and Changes to these Terms]
① Supplier will post these Terms and company details (name, business address, phone number, representative, registration numbers, data-protection contact, etc.) on the initial page of its website and make the full text accessible via a linked page.
② Supplier may amend these Terms in compliance with applicable law. Supplier will announce the effective date, reasons for amendment, and summary of changes on the service's initial page from seven (7) days before the effective date until the day before it takes effect; if a change is unfavorable to Customers, notice will be given from thirty (30) days prior to the effective date. If Supplier clearly states that failure to express intent within the 30-day period constitutes consent, and Customer does not expressly object within such period, Customer is deemed to have accepted the amended Terms.
③ Any amendments made pursuant to Article 3(②) shall take effect in the same manner as described in Article 3(①).
④ Unless otherwise required by applicable law or due to unavoidable circumstances, the amended Terms shall not have retroactive effect and shall apply only from the effective date specified in the notice.
Article 4 [Supplemental Terms; Governing Principles Outside these Terms]
① Supplier may adopt separate terms for particular services. If a conflict arises, such service-specific terms prevail over this Agreement.
② Any matter not provided herein is governed by applicable laws or established commercial practices.
③ Supplier is not liable for any loss arising from Customer's failure to review these Terms.
Article 5 [Scope of License (Device-Limited)]
① Device-Limited License: All Licensed Software is provided tied to a specific Device identifier (e.g., serial number).
② No Transfer without Consent: Customer shall not transfer the license to another device or assign it to any third party without Supplier's prior written consent.
③ If the device malfunctions or is replaced during the warranty period due to normal use, the supplier shall reissue the license to the new device.
Article 6 [Subscription Model and Term]
① Customer may use the Licensed Software by one-time purchase or under a separate subscription agreement.
② Subscriptions may be annual or multi-year (e.g., 1, 3, or 5 years). Access to software updates, maintenance, and premium features is limited to the active subscription term.
③ Upon expiry, services and features automatically cease unless renewed.
④ Fees and payment terms are governed by the applicable contract or purchase order.
Article 7 [Use of Third-Party (External) Services; Limitation of Liability]
① Certain functions of the Device may rely on external servers, clouds, or other third-party services ("External Services").
② Supplier is not liable for losses due to policy changes, price increases, or service interruptions by External Service providers where such events are beyond Supplier's reasonable control, despite Supplier's exercise of reasonable care.
③ Upon External Service change or discontinuation, Supplier may modify the software, provide alternatives, or discontinue some features, without liability for resulting damages.
④ Supplier will, where practicable, provide prior written notice (including electronic notice) to Customer upon becoming aware of such changes or discontinuations.
⑤ When the purchaser uses cloud-based services (such as storage or analytics) provided by the supplier, the purchaser, as the data controller, bears primary responsibility for data retention, backup, deletion, and compliance with applicable personal data protection laws and regulations. The supplier acts solely as a data processor that technically handles the data on behalf of the purchaser.
Article 8 [Pricing, Payment, and Refunds]
① The price for a device-limited license or a subscription agreement shall be specified in a separate invoice or contract, and the buyer shall pay it in accordance with the mutually agreed payment terms.
② Refund Eligibility. Customer may request a refund only if (i) due to a serious hardware defect in the Device within the Warranty Period that is not attributable to Customer, (ii) repair or replacement is not feasible, and (iii) the contract's purpose cannot be achieved as a result.
③ No refunds for defects occurring after the Warranty Period.
④ Any refund is prorated based on the period of actual use.
⑤ If costs rise excessively due to spikes in External Service fees or force majeure, Supplier may adjust future commercial terms (e.g., maintenance, updates). Supplier shall promptly notify Customer in writing (including electronic documents). If the Customer does not agree to such changes, the relevant feature(s) may be restricted.
Article 9 [Warranty]
① Warranty terms and coverage for hardware are governed by Supplier's separate warranty documentation (or website notice).
② The Licensed Software is provided "AS IS" without any express or implied warranties, including merchantability, fitness for a particular purpose, or non-infringement.
Article 10 [Limitation of Liability]
① Supplier's total liability arising from or relating to this Agreement shall not exceed the amount actually paid by Customer for the Device. However, this cap does not apply to damages caused by Supplier's willful misconduct or gross negligence.
② In cases of Supplier's willful misconduct or gross negligence, Supplier is liable only for direct and foreseeable damages; indirect, special, consequential damages and lost profits are excluded.
Article 11 [Restricted Use in High-Risk Fields]
The Licensed Software is not designed for use in high-risk fields where failure could lead to death, serious property damage, or environmental harm (e.g., nuclear facilities, aviation/air-navigation control, military/weapon systems, life-support devices).
Article 12 [Free Software; Limitation of Liability]
① Supplier may offer certain tools at no charge (e.g., installation software, mobile viewer, bundled PC viewer) separate from core Device functions, solely for Customer convenience ("Free Software").
② Due to External Service environments, Free Software may suffer feature limits or service interruptions, and Supplier assumes no liability therefor.
③ Free Software is provided "AS IS" without any warranties (express or implied, including merchantability or fitness).
④ Customer is responsible for network environment, security settings, and data backup when using Free Software.
⑤ Where government regulations or third-party policies make continued provision impracticable, Supplier may, upon prior notice, discontinue features or provide alternatives and is not liable for resulting damages.
Article 13 [Intellectual Property; Use Restrictions]
All copyrights and other intellectual property rights in works provided by the Supplier remain with the Supplier. Customer shall not, for commercial purposes, reproduce, transmit, publish, distribute, broadcast, or otherwise use information obtained through Supplier's services, or enable any third party to do so, without Supplier's prior consent.
Article 14 [Indemnity / Disclaimer for Improper Use]
If Customer uses the Device or Licensed Software in an illegal or unauthorized manner and a dispute arises with a third party, Customer bears full responsibility for such dispute and any resulting damages.
Article 15 [Data Processing and Utilization]
① The purchaser is responsible for obtaining lawful consent from end-users or otherwise complying with applicable laws and regulations with respect to video data and logs ("Data") collected during the use of the device.
② The supplier may permanently retain and utilize data provided by the purchaser or collected through the device for research and development purposes—such as performance improvement, error correction, and advancement of AI algorithms—after applying anonymization measures.
③ The purchaser agrees to the supplier's use of data as described in Article 15(②) and grants the supplier all necessary rights required for such use.
Article 16 [Compliance with Laws and Export Control]
① The purchaser shall be responsible for confirming and complying with all applicable laws and regulations in the country where the device and software are used (including, but not limited to, the GDPR, AI Act, and regulations governing the operation of video information processing devices).
② The supplier shall not be liable for any fines, penalties, lawsuits, or other consequences arising from the purchaser's violation of the applicable laws and regulations of the relevant country.
Article 17 [Severability]
If any provision of this Agreement is held invalid under applicable laws, the remaining provisions remain in force so long as the essential purpose of the Agreement can still be achieved and the remainder is not unduly prejudicial to users.
Article 18 [Governing Law and Dispute Resolution]
This Agreement is governed by the laws of the Republic of Korea. Any dispute arising out of or in connection with this Agreement shall be brought exclusively before the Seoul Central District Court (Republic of Korea) as the court of first instance.
You and EdgeDX Inc. Agree to the Following:
Article 1 [Purpose and Scope]
These Terms and Conditions (this "Agreement") set forth the conditions and responsibilities for the sale, subscription, and license grant of devices and the software embedded in or interoperating with such devices ("Licensed Software") supplied by EdgeDX Inc. (the "Supplier") to business counterparties (each, a "Customer", "You"). These Terms apply only to business-to-business (B2B) transactions.
Article 2 [Definitions]
① "Device(s)" means any and all hardware products, including AI analysis equipment, sold or supplied by the Supplier to the Buyer, and the specific items and quantities shall be as set forth in the relevant purchase order ("Purchase Order") or invoice ("Invoice").
② "Licensed Software" means all software that is embedded in the Device or operates in connection with the Device, including firmware, middleware, applications, and analytics algorithms.
③ "Warranty Period" means the period during which the Supplier agrees to repair, free of charge, any defects in quality, performance, or functionality that arise under normal conditions.
Article 3 [Effectiveness and Changes to these Terms]
① Supplier will post these Terms and company details (name, business address, phone number, representative, registration numbers, data-protection contact, etc.) on the initial page of its website and make the full text accessible via a linked page.
② Supplier may amend these Terms in compliance with applicable law. Supplier will announce the effective date, reasons for amendment, and summary of changes on the service's initial page from seven (7) days before the effective date until the day before it takes effect; if a change is unfavorable to Customers, notice will be given from thirty (30) days prior to the effective date. If Supplier clearly states that failure to express intent within the 30-day period constitutes consent, and Customer does not expressly object within such period, Customer is deemed to have accepted the amended Terms.
③ Any amendments made pursuant to Article 3(②) shall take effect in the same manner as described in Article 3(①).
④ Unless otherwise required by applicable law or due to unavoidable circumstances, the amended Terms shall not have retroactive effect and shall apply only from the effective date specified in the notice.
Article 4 [Supplemental Terms; Governing Principles Outside these Terms]
① Supplier may adopt separate terms for particular services. If a conflict arises, such service-specific terms prevail over this Agreement.
② Any matter not provided herein is governed by applicable laws or established commercial practices.
③ Supplier is not liable for any loss arising from Customer's failure to review these Terms.
Article 5 [Scope of License (Device-Limited)]
① Device-Limited License: All Licensed Software is provided tied to a specific Device identifier (e.g., serial number).
② No Transfer without Consent: Customer shall not transfer the license to another device or assign it to any third party without Supplier's prior written consent.
③ If the device malfunctions or is replaced during the warranty period due to normal use, the supplier shall reissue the license to the new device.
Article 6 [Subscription Model and Term]
① Customer may use the Licensed Software by one-time purchase or under a separate subscription agreement.
② Subscriptions may be annual or multi-year (e.g., 1, 3, or 5 years). Access to software updates, maintenance, and premium features is limited to the active subscription term.
③ Upon expiry, services and features automatically cease unless renewed.
④ Fees and payment terms are governed by the applicable contract or purchase order.
Article 7 [Use of Third-Party (External) Services; Limitation of Liability]
① Certain functions of the Device may rely on external servers, clouds, or other third-party services ("External Services").
② Supplier is not liable for losses due to policy changes, price increases, or service interruptions by External Service providers where such events are beyond Supplier's reasonable control, despite Supplier's exercise of reasonable care.
③ Upon External Service change or discontinuation, Supplier may modify the software, provide alternatives, or discontinue some features, without liability for resulting damages.
④ Supplier will, where practicable, provide prior written notice (including electronic notice) to Customer upon becoming aware of such changes or discontinuations.
⑤ When the purchaser uses cloud-based services (such as storage or analytics) provided by the supplier, the purchaser, as the data controller, bears primary responsibility for data retention, backup, deletion, and compliance with applicable personal data protection laws and regulations. The supplier acts solely as a data processor that technically handles the data on behalf of the purchaser.
Article 8 [Pricing, Payment, and Refunds]
① The price for a device-limited license or a subscription agreement shall be specified in a separate invoice or contract, and the buyer shall pay it in accordance with the mutually agreed payment terms.
② Refund Eligibility. Customer may request a refund only if (i) due to a serious hardware defect in the Device within the Warranty Period that is not attributable to Customer, (ii) repair or replacement is not feasible, and (iii) the contract's purpose cannot be achieved as a result.
③ No refunds for defects occurring after the Warranty Period.
④ Any refund is prorated based on the period of actual use.
⑤ If costs rise excessively due to spikes in External Service fees or force majeure, Supplier may adjust future commercial terms (e.g., maintenance, updates). Supplier shall promptly notify Customer in writing (including electronic documents). If the Customer does not agree to such changes, the relevant feature(s) may be restricted.
Article 9 [Warranty]
① Warranty terms and coverage for hardware are governed by Supplier's separate warranty documentation (or website notice).
② The Licensed Software is provided "AS IS" without any express or implied warranties, including merchantability, fitness for a particular purpose, or non-infringement.
Article 10 [Limitation of Liability]
① Supplier's total liability arising from or relating to this Agreement shall not exceed the amount actually paid by Customer for the Device. However, this cap does not apply to damages caused by Supplier's willful misconduct or gross negligence.
② In cases of Supplier's willful misconduct or gross negligence, Supplier is liable only for direct and foreseeable damages; indirect, special, consequential damages and lost profits are excluded.
Article 11 [Restricted Use in High-Risk Fields]
The Licensed Software is not designed for use in high-risk fields where failure could lead to death, serious property damage, or environmental harm (e.g., nuclear facilities, aviation/air-navigation control, military/weapon systems, life-support devices).
Article 12 [Free Software; Limitation of Liability]
① Supplier may offer certain tools at no charge (e.g., installation software, mobile viewer, bundled PC viewer) separate from core Device functions, solely for Customer convenience ("Free Software").
② Due to External Service environments, Free Software may suffer feature limits or service interruptions, and Supplier assumes no liability therefor.
③ Free Software is provided "AS IS" without any warranties (express or implied, including merchantability or fitness).
④ Customer is responsible for network environment, security settings, and data backup when using Free Software.
⑤ Where government regulations or third-party policies make continued provision impracticable, Supplier may, upon prior notice, discontinue features or provide alternatives and is not liable for resulting damages.
Article 13 [Intellectual Property; Use Restrictions]
All copyrights and other intellectual property rights in works provided by the Supplier remain with the Supplier. Customer shall not, for commercial purposes, reproduce, transmit, publish, distribute, broadcast, or otherwise use information obtained through Supplier's services, or enable any third party to do so, without Supplier's prior consent.
Article 14 [Indemnity / Disclaimer for Improper Use]
If Customer uses the Device or Licensed Software in an illegal or unauthorized manner and a dispute arises with a third party, Customer bears full responsibility for such dispute and any resulting damages.
Article 15 [Data Processing and Utilization]
① The purchaser is responsible for obtaining lawful consent from end-users or otherwise complying with applicable laws and regulations with respect to video data and logs ("Data") collected during the use of the device.
② The supplier may permanently retain and utilize data provided by the purchaser or collected through the device for research and development purposes—such as performance improvement, error correction, and advancement of AI algorithms—after applying anonymization measures.
③ The purchaser agrees to the supplier's use of data as described in Article 15(②) and grants the supplier all necessary rights required for such use.
Article 16 [Compliance with Laws and Export Control]
① The purchaser shall be responsible for confirming and complying with all applicable laws and regulations in the country where the device and software are used (including, but not limited to, the GDPR, AI Act, and regulations governing the operation of video information processing devices).
② The supplier shall not be liable for any fines, penalties, lawsuits, or other consequences arising from the purchaser's violation of the applicable laws and regulations of the relevant country.
Article 17 [Severability]
If any provision of this Agreement is held invalid under applicable laws, the remaining provisions remain in force so long as the essential purpose of the Agreement can still be achieved and the remainder is not unduly prejudicial to users.
Article 18 [Governing Law and Dispute Resolution]
This Agreement is governed by the laws of the Republic of Korea. Any dispute arising out of or in connection with this Agreement shall be brought exclusively before the Seoul Central District Court (Republic of Korea) as the court of first instance.
