TERMS OF SERVICE
Last updated: October 4, 2026
These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between Crossing Edge or any of its affiliates or subsidiaries ("Crossing Edge", "We", "Us", "Our") and you ("Customer", "You", "Your") regarding your use of the Crossing Edge platform and services (the "Platform", "Service").
This Customer Agreement (“Agreement”) describes the terms under which Crossing Edge (“Crossing Edge”, “Our”, “Us”) provides a subscriber (“Customer”) access to and use of Our Platform. By accessing and/or using Our Platform,
- Customer warrants to Us that they are legally competent to enter into this Agreement
- That, in the event Customer is entering into this Agreement on behalf of any entity/company or its group, they possess the requisite authority to bind such entity, company or its groups to these terms. If you do not agree to these terms, you should immediately cease using Our services.
Crossing Edge and Customer will be individually referred to as “Party” and collectively as “Parties”.
1. DEFINITIONS
- Account: means any account or instances created by or on behalf of the Customer for access and use of the Platform.
- AI Agents: means the automated, artificial intelligence-powered agentic modules made available to the Customer as part of the Platform, including but not limited to front office assistant, research assistant, sales assistant, revenue operations assistant, which can autonomously engage in User interaction, and perform tasks or actions based on the parameters set, and/or the Customer Data provided by the Customer.
- API: means the application programming interfaces developed, enabled by or licensed to Crossing Edge that permit access to certain functionality provided by the Platform.
- Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Platform or the AI Agents provided or made available by Crossing Edge to the Customer or their Users through the Platform or otherwise.
- Customer Data: means all electronic data, information, content, personal data or other materials, submitted to the Platform by or on behalf of the Customer or User(s) through their Account, including data ingested through or derived from Third-Party Integrations and the output generated by the AI Agents processing such data. For the avoidance of doubt, notwithstanding anything to the contrary, Customer Data shall not include Crossing Edge IP, including Enrichment Data.
- Default Settings means the pre-configured Platform settings and parameters that determine the performance of the AI Agents in the absence of any customisation by the Customer’s Account administrator.
- Enrichment Data: means the lead or contact information that the AI Agents gather from the third-party data providers and/or the public sources and provide to the Customer through the Platform.
- MCP: means the Model Context Protocol, made available by Crossing Edge to enable AI Agents to connect with or interact with third-party tools, data sources and systems.
- Order Form(s): means any service order form or statement of work executed by the Parties setting forth the details of the Subscription Plan.
- Personal Data: means data relating to the individual who is or can be identified using the data that is provided to Crossing Edge as part of Customer Data.
- Platform: means Crossing Edge’s proprietary cloud platform that enables the Customer to deploy and use the AI-Agents for customer relationship management, including all features and functionalities provided therein, and any new feature that Crossing Edge may introduce to which the Customer may subscribe, and any updates, modifications or improvements thereto, including individually and collectively, the Software, API and any Documentation.
- Software: means any software provided by Crossing Edge that allows the Customer to use any functionality in connection with the Platform or the AI Agent.
- Subscription Term: means the period during which the Customer has agreed to use the Platform as set forth in a Subscription Plan.
- Subscription Plan: means the subscription plan, including the pricing, usage limits, credits, subscription term or particular features and functionalities the Customer may opt for as provided for by Crossing Edge in an applicable Order Form or that is opted by the Customer on the Website.
- Third Party Integrations: means such third-party services, applications and platforms that the Customer integrates with the Platform, including without limitation online meeting and video conferencing platforms, email and calendar service providers, word documents, Excel sheets, slides and services accessible through the MCP or other integration framework supported by the Platform from time to time.
- Usage Data: means anonymised and aggregated data regarding how the Users interact with the Platform and/or the AI Agent including feature usage patterns, performance metrics from which no individual or Customer can be identified and which contains no Personal Data.
- User(s): means those employees, contractors, or other representatives of the Customer who are authorised by the Customer to access and use the Platform under Customer’s Account, subject to the user seat and credit limits specified in the Order Form or the Website as applicable.
- Website(s): means the website owned and operated by Crossing Edge, including https://crossingedge.com/.
2. Customer Rights and Responsibilities
- Subject to the Customer’s compliance with this Agreement and the Subscription Plan, the Customer shall have the limited, non-exclusive, non-transferable, revocable right to access and use the Platform and deploy the AI Agents for its internal business purposes during the Subscription Term.
- Acceptable Use: The Customer agrees not to (a) license, sub-license, sell, resell, rent, lease, transfer, assign, distribute, disassemble, decompile, reverse engineer or make the Platform and/or the AI Agent available to any third party other than the Users in furtherance of the Customer’s internal business purposes as expressly permitted by this Agreement; (b) modify, adapt, or hack the Platform or otherwise attempt to gain or gain unauthorised access to the Platform or related systems or networks.; (c) use the Platform and/or the AI Agents to violate applicable laws and regulations, including but not limited to any applicable privacy laws, export control laws/regulations or email spam laws including the CAN-SPAM Act; (d) access the Platform for purposes of creating derivative works based on, or developing operating products or services for third-parties in competition with the Platform; (e) use the AI Agent to make false unsolicited, bulk, automated or spam messages or communications to any individual or engage in any form of harassment or abuse; (f) use the Enrichment Data and any output provided by the AI Agent in violation of applicable laws; (g) make automated decisions through the AI Agent without appropriate human review; (h) use the Platform in a way that it impacts the normal operations, privacy, integrity or security of another individual; (i) upload or transmit through the Platform any malware, malicious code or any content that infringes a third-party’s intellectual property rights (j) remove, obscure, or alter any proprietary notices, trademarks, copyright notices or other marking on or within the Platform and (k) circumvent any usage limits, credit limits or technical restrictions of the Platform.
- The Platform provides the Customer the ability to configure AI fields, set and customise the parameters connected with the performance of the AI Agents, including setting the parameters that determine when and how the AI Agent moves a deal to a different stage of the sales process. In the absence of the Customer customising the parameters, the AI Agent shall perform in accordance with the Default Settings. The Customer has the obligation to review the Default Settings and ensure it is appropriate for the Customer’s specific use case. Crossing Edge shall not be liable for any consequences arising from the Customer’s failure to set the parameters, or where the Customer sets the parameters, Crossing Edge shall not be liable for any consequences arising from such parameters, including any inaccuracies or omissions resulting therefrom.
- The Customer acknowledges that Crossing Edge shall not be responsible for any deficiency in the Platform arising from the lack of accuracy, reliability, or completeness of Customer Data. The Customer represents and warrants that the Customer has the necessary rights, consents, and permissions to transmit the Customer Data to the Platform and that doing so does not violate any applicable, proprietary or privacy rights or agreements that Customer has with any third parties.
- In connection with the notetaker and meeting recording feature provided to the Customer on the Platform, a bot user will be added to the User’s meetings and calendar for the purpose of transcribing and recording the meeting. The User will have the option to disable and remove the bot user from the meeting; in the absence of such measure, the meeting will be automatically transcribed and recorded by the bot agent. To the extent the Customer uses this feature to record or upload recorded conversations, calls, or other electronic communications, the Customer is solely responsible for complying with all applicable laws, rules, and regulations, including applicable notice and consent requirements. The Customer acknowledges that such requirements vary by location and is solely responsible for providing all required notices and obtaining all necessary consents before making any recordings or uploads. Crossing Edge makes no representations or warranties regarding any features intended to assist with compliance with call recording laws.
- Crossing Edge is not responsible for providing notice to, or obtaining any consents from, individuals to whom the Enrichment Data relate. Customer acknowledges that Crossing Edge has not obtained any marketing consents on behalf of Customer and that some jurisdictions may require that Customer obtain consent from individuals that Enrichment Data relate to in order for Customer to send marketing communications to such individuals. Customer is solely responsible for ensuring that any marketing communications it sends to individuals comply with applicable laws. Customer will not in any way distribute or redistribute or otherwise commercialise or sell any Enrichment Data or offer or enable access to such materials or any portion of them as a stand-alone product.
3. Trial And Updates To The Platform
- The Customer may request, and Crossing Edge may agree to provide a trial of the Platform and/or AI Agent by creation of an Account for trial use for a limited period of time (“Trial Period”). The Trial Period shall be subject to this Agreement and any additional terms that Crossing Edge specifies. Crossing Edge, in its sole discretion, shall have the right to terminate the Customer's Account at any time during the Trial Period and for any reason, without being liable to the Customer. Upon completion of the Trial Period, the Customer may opt-in to subscribe to the Platform by entering into an Order Form with Crossing Edge or choosing a Subscription Plan on the Website. Customer’s trial Account shall be terminated at the end of the Trial Period in the event the Customer does not subscribe to the Subscription Plan. Notwithstanding anything to the contrary under this Agreement, Crossing Edge hereby disclaims any and all liability and responsibility for, and shall not be liable for any damages, losses, claims, or causes of action related to or in connection with, Customer’s use of the Platform during the Trial Period.
- The Customer acknowledges that any new enhancement, new feature or updates to the Platform and/or AI Agents are also subject to this Agreement and Crossing Edge reserves the right to deploy updates at any time, provided such updates shall not materially and adversely affect Customer’s use of the Platform and/or the AI Agents.
- The Customer acknowledges that the Platform may temporarily be unavailable due to scheduled downtime for updates and maintenance, in which case Crossing Edge shall use commercially reasonable endeavours to notify the Customer in advance.
4. Intellectual Property Rights
- Except for the rights granted to the Customer under this Agreement, all rights, title and interest in all intellectual property and/or proprietary rights, title and interest in or related to the Platform, AI Agents, Enrichment Data, Usage Data, including any patents, inventions, copyrights, trademarks, domain names, algorithms, methodologies, trade secrets or know-how (collectively, “Crossing Edge IP”) shall belong to and remain exclusively with Crossing Edge.
- Crossing Edge grants the Customer the right to access and use the Enrichment Data for its internal business purposes. Crossing Edge reserves the right to change the Enrichment Data provided or discontinue the provision of Enrichment Data at any time during the Subscription Term with prior notice to the Customer.
- The Customer owns all rights, title and interests in the Customer Data including any prompts provided by the Users. Customer shall grant Crossing Edge a non-exclusive, worldwide, royalty-free right and license to process Customer Data to the extent necessary to provide, maintain and support the Services. Subject to the foregoing, Crossing Edge shall retain its rights, title and interest in the prompts that are suggested by Crossing Edge’s personnel or derived from Crossing Edge prompt library available on the Platform.
- If the Customer chooses to provide any suggestions, recommendations or other feedback about the Platform or the AI Agent (“Feedback”), Crossing Edge shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate the Feedback to improve the Platform or the AI Agent.
- The AI Agent may derive and use information regarding a User’s writing patterns, tone, vocabulary and communication preferences from the User’s use of the AI Agent and the Customer Data processed by the AI Agent (“Communication Preferences Data”). Such Communication Preference Data shall be stored on a strictly per-User basis and shall not be used in connection with, shared with, or accessible to any other User or any other customer of Crossing Edge.
5. Third Party Integrations And Third Party LLM Providers
- The Platform supports Third-Party Integrations at the option of the Customer. Customer is solely responsible for establishing and maintaining valid, active accounts with all third-party service providers whose services the Customer wants to integrate with the Platform. The Customer acknowledges that disabling any or all of the Third-Party Integrations may affect the quality of the output provided by the AI Agents dependent on those integrations.
- The Customer acknowledges and agrees that their use of such third-party services will be subject to the terms and conditions and privacy policies of such third parties, and Crossing Edge shall not be liable for the Customer’s enablement, access or use of such third-party services, including any data processed or output provided by such third parties. Customer is independently responsible for verifying the accuracy and completeness of the data transmitted to the Platform through the Third-Party Integrations.
- Subject to clause 5.2, Crossing Edge shall be responsible for the security and integrity of the API or MCP provided by Crossing Edge for the Third-Party Integrations. Crossing Edge shall not be responsible for any change made by a third-party service provider to their APIs, authentication mechanisms, data formats, or terms of service that affect the functionality or availability of such Third-Party Integration.
- Customer shall at all times comply with the terms of service, acceptable use policies and other agreements with such third-party service providers whose services are integrated with the Platform. Any breach of the third-party service terms shall be Customer’s sole responsibility and Customer shall indemnify Crossing Edge against any claims arising from such breach.
- Crossing Edge utilises the large language models of third-party providers in the Platform and/or AI Agent (“Third-Party Providers”). The Customer acknowledges that any Customer Data that it provides, including any Personal Data it chooses to include within the Customer Data, shall be shared with these Third-Party Providers. The Third-Party Provider shall not use the Customer Data to train their artificial intelligence or machine learning models. By accessing the Platform and deploying the AI Agent, the Customer instructs Crossing Edge to share Customer Data (including, to the extent necessary, any Personal Data) with the Third-Party Providers.
6. Charges And Payment
- Subscription Charges: All charges associated with the Customer’s Account shall be based on the Subscription Plan the Customer has subscribed to (“Subscription Charges”).
- Renewal: Unless the Customer’s Account and its subscription are terminated in accordance with this Agreement, the Customer’s Subscription Plan will renew for a Subscription Term equivalent to the then- expiring Subscription Term at the then-prevailing Subscription Charges.
- Payment: Customer hereby authorises Crossing Edge or its authorised agents, as applicable, to bill the Customer upon their subscription to a Subscription Plan (and any renewal thereof). Unless otherwise stated in an Order Form, all payments are due upon subscription.
- Refunds: Unless otherwise specified in this Agreement, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Platform and/or the AI Agent.
- Late Payments/Non-Payment of Subscription Charges: Crossing Edge will notify the Customer if it does not receive payment towards Subscription Charges by the due date. Crossing Edge must receive payments within a maximum of ten (10) days from the date of its notice of non-payment. If Crossing Edge does not receive payment within the foregoing time period, in addition to other remedies available under law, Crossing Edge may (i) charge interest for late payment at 1.5% per month; (ii) suspend the Customer’s access to and use of the Platform and the AI Agent until payment of the Subscription Charges is received, and/or (iii) terminate the Customer’s Account.
- Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively “Taxes”).
7. Term, Termination And Suspension
- The Subscription Term shall be set forth in the Subscription Plan.
- Termination by the Customer: The Customer may terminate its Account in the event Crossing Edge materially breaches this Agreement, provided that the Customer shall provide an advance written notice of such breach and provide Crossing Edge a period of thirty (30) days to cure such breach. In the event of such termination, Crossing Edge shall, on a pro-rata basis, refund the unused Subscription Charges for the remainder of the Subscription Term.
- Suspension and Termination by Crossing Edge: In addition to suspension for late payment or non-payment of Subscription Charges, Crossing Edge may suspend the Customer's access to and use of the Account or Platform if Customer is in violation of the terms of this Agreement. Crossing Edge will provide the Customer with a period of thirty (30) days (“Cure Period”) to cure or cease such activities which violate this Agreement. If the Customer fails to cure or cease such activity within the Cure Period, or if Crossing Edge believes the breach to be irremediable, the Customer Account shall be terminated. Crossing Edge reserves the right to terminate the Customer’s Account at any time by notice due to business reasons, including the discontinuation of the Platform in whole or any particular functionality or service.
- Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate this Agreement with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are not dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
- Effect of Termination of Account: Following the termination of the Customer’s Account, including termination of a trial Account of the Customer, either by the Customer or by Crossing Edge, the Customer's access to and use of the Platform and AI Agent shall cease. Crossing Edge retains all Customer Data in its possession for a period of thirty (30) days from the date of effective termination (“Data Retention Period”). During the Data Retention Period, the Customer may request Crossing Edge to reinstate its Account. Beyond the Data Retention Period, Crossing Edge reserves the right to delete all the Customer Data in its possession, except as required to or authorised to retain under applicable law.
8. Confidentiality, Data Privacy And Security
- “Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential. For purposes of this Agreement, Customer Data shall be deemed Confidential Information of the Customer. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
- If the Customer chooses or is provided with a login and password, they shall and shall ensure that the Users treat such information as confidential and refrain from disclosing it to any third party. Crossing Edge shall not be responsible for any consequences arising from such non-compliance by the Customer. Crossing Edge reserves the right to disable any Account at any time if the Customer fails to comply with this clause.
- Each party agrees to hold the Confidential Information of the other party in strictest confidence by taking adequate measures to protect the secrecy and avoid disclosure or unauthorised use, which shall not be less than the measures the receiving Party uses to protect its own Confidential Information. Except as otherwise expressly permitted pursuant to this Agreement, each of the Parties may use the other's Confidential Information solely to perform its obligations or exercise its rights under this Agreement and shall disclose such Confidential Information solely to those of its respective employees, representatives, and agents on a need-to-know basis. Each party shall ensure that the confidentiality obligations to protect the disclosing party’s Confidential Information will be honoured by its agents, employees, and representatives. Each party shall be fully responsible for misuse of Confidential Information by its agents, employees, officers, directors or other representatives under this Agreement.
- Notwithstanding the foregoing, either Party may disclose Confidential Information as is required by law to be disclosed by the receiving Party, provided that the receiving Party shall, to the extent legally permitted, give the disclosing Party written notice of such requirement prior to disclosing so that the disclosing Party may seek a protective order or other appropriate relief.
- Crossing Edge shall process Personal Data forming part of the Customer Data only on the Customer’s behalf as a data processor to provide, support and maintain the Platform and AI Agent for the Customer and in accordance with this Agreement and Crossing Edge’s Data Processing Agreement ("DPA”), available at on Our Website.
- Crossing Edge shall use appropriate technical and organisational measures to protect Customer Data. These measures are designed to provide a level of security appropriate to the risk of processing Customer Data. Crossing Edge shall, without undue delay, notify the Customer of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access to Customer Data Processed by Crossing Edge.
- The Customer acknowledges and agrees that Crossing Edge may access or disclose information about the Customer, their Account, and Users, including Customer Data, in order to (a) comply with the law or respond to lawful requests or legal processes, or (b) enforce Crossing Edge’s rights under this Agreement or in defence of legal claims.
9. Warranties And Disclaimer Of Warranties
- Crossing Edge represents and warrants that (a) the Documentation is materially accurate regarding the operational and technical safeguards implemented by Crossing Edge to ensure protection of the security, confidentiality, and integrity of Customer Data; and (b) Crossing Edge will not materially decrease the overall security or functionality of the Platform and/or the AI Agents during the subscription term.
- EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE PLATFORM, THE AI AGENT AND THE ENRICHMENT DATA ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. CROSSING EDGE DISCLAIMS WARRANTY OF ANY KIND WITH RESPECT TO THE PLATFORM AND/OR AI AGENT, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, RELIABILITY, OR NON-INFRINGEMENT.
- CUSTOMER ACKNOWLEDGES THAT CROSSING EDGE DOES NOT WARRANT THAT THE ACCESS TO THE PLATFORM, WHICH IS PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND CROSSING EDGE’S CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
- THE CUSTOMER ACKNOWLEDGES THAT THE AI AGENT IS DRIVEN BY ARTIFICIAL INTELLIGENCE TECHNOLOGIES THAT MAY, DESPITE BEST EFFORTS, GENERATE INACCURATE, INCOMPLETE, OR UNINTENDED OUTPUTS. CROSSING EDGE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION GENERATED BY THE AI AGENT AND DISCLAIMS ALL LIABILITY ARISING FROM THE CUSTOMER’S RELIANCE ON SUCH OUTPUTS. CROSSING EDGE SHALL NOT BE LIABLE FOR ANY DECISIONS MADE BY THE CUSTOMER OR ANY USER, OR ACTIONS TAKEN, IN RELIANCE ON INFORMATION OR ANSWERS PROVIDED ON THE PLATFORM. THE CUSTOMER IS SOLELY RESPONSIBLE FOR VETTING SUCH INFORMATION GENERATED.
10. Limitation Of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENCIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, UNDER THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE (12) MONTHS OF THE SUBSCRIPTION CHARGES PAID BY THE CUSTOMER IN ACCORDANCE WITH THE SUBSCRIPTION PLAN PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
11. Indeminification
- Indemnification by Customer: The Customer will indemnify and hold Crossing Edge harmless against any claim brought by a third party against Crossing Edge, its respective employees, officers, directors and agents arising from the Customer's acts or omissions leading to violation of clause 2 of this Agreement provided that (a) Crossing Edge promptly notifies the Customer of the threat or notice of such a claim, (b) the Customer will have the sole and exclusive control and authority to select defense attorneys, defend, and /or settle any such claim, and (c) Crossing Edge shall reasonably cooperate with the Customer in connection therewith.
- Indemnification by Crossing Edge: Crossing Edge will indemnify and hold the Customer harmless against any claim brought by a third party against the Customer arising from the Platform and/or the underlying technology powering the AI Agent infringes or misappropriates such third-party’s intellectual property rights (“IP Claim”) and pay such finally awarded damages writing against the Customer or amounts paid by the Customer under a settlement approved by Crossing Edge in writing, provided that (a) the Customer promptly notifies Crossing Edge of the threat or notice of such a claim; (b) Crossing Edge will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) Customer shall fully cooperate with Crossing Edge in connection therewith. Crossing Edge will have no liability or obligation with respect to any IP Claim if such claim is caused by (i) compliance with data, instructions, specifications or parameters provided by the Customer; (ii) modification of the Platform or the underlying technology of the AI Agent by anyone other than Crossing Edge; or (iii) the combination, operation or use of the Platform with any other hardware or software where the Platform or the underlying technology of the AI Agent would not by themselves be infringing. If use of the Platform or the AI Agent by the Customer has become, or in Crossing Edge’s opinion is likely to become, the subject of any IP Claim, Crossing Edge may at its own option and expense (a) procure for the Customer the right to continue using the Platform and/or the AI Agent as set forth hereunder; (b) replace or modify the Platform or the underlying technology of the AI Agent to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Crossing Edge, terminate the Customer’s subscription and refund the Customer, on a pro-rated basis, any Subscription Charges the Customer has previously paid Crossing Edge for the corresponding unused portion of the Subscription Term. This clause states Crossing Edge’s sole, exclusive, and entire liability to the Customer and constitutes the Customer’s sole remedy with respect to an IP Claim brought by reason of use of the Platform and/or the AI Agent.
12. Micellaneous
Assignment: This Agreement and any rights or obligations hereunder may not be assigned by the Customer without Crossing Edge’s prior written consent. This Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
Amendment: Crossing Edge may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Crossing Edge will notify the Customer of any material revisions not less than five (05) days prior to the effective date of any amendments to this Agreement and Customer’s continued use of the Platform following the effective date of any such amendment may be relied upon by Crossing Edge as Customer’s acceptance of any such amendment.
Severability; No Waiver: If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in effect. A Party’s non-exercise of any right under or provision of this Agreement does not constitute a waiver of that right or provision of this Agreement.
Relationship of the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
Survival: All clauses which, by their nature, are intended to survive, including without limitation Clauses 1(Definitions), 4(Intellectual Property Rights), 6(Charges and Payment), 7.5(Effect of Termination), 8(Confidentiality, Data Privacy and Security), 9(Warranties and Disclaimer of Warranties), 10(Limitation of Liability), 11(Indemnification), and 12(Miscellaneous) shall survive any termination of this Agreement. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
Notices and Consent to Electronic Communications: All notices from Crossing Edge under this Agreement may be delivered in writing (i) by a nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by the Customer while subscribing to the Platform; or (ii) by electronic mail to the e-mail address provided to the Customer’s Account. Crossing Edge’s email address for notice is: team@crossingedge.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered, upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
Publicity Rights: The Customer hereby grants Crossing Edge a royalty-free, worldwide, transferable license to use the Customer's trademark or logo to identify the Customer as a customer of Crossing Edge on its Websites and/or marketing collateral and to include the Customer's use of the Platform and/or the AI Agent in case studies.
Dispute Resolution, Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the State of Delaware, USA, without regard to any conflict of laws principles. The Customer hereby expressly agrees to submit to the exclusive personal jurisdiction of the courts in the State of Delaware, USA. Both Parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, group, or representative action. Both Parties waive any right to a jury trial.
Entire Agreement: This Agreement, together with any Order Forms, constitutes the complete and exclusive understanding and agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, representations, and communications, both written and oral, regarding the subject matter herein. In the event of any conflict between the terms of this Agreement and those of any Order Form, the terms of this Agreement shall prevail unless an Order Form expressly states that it is modifying specific provisions of this Agreement.
Force Majeure: Notwithstanding anything to the contrary contained elsewhere, Crossing Edge shall not be liable for the unavailability of the Platform and/or AI Agent caused by circumstances beyond its reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Crossing Edge’s reasonable control, failure of public telecommunication systems, or acts undertaken by third parties, including distributed denial-of-service attacks.
13. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.
Any disputes arising out of or relating to these Terms or the Platform shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.
14. Changes to Terms
We reserve the right to modify these Terms at any time. We will notify you of any material changes to these Terms by posting the updated Terms on the Platform or by sending you an email notification.
Your continued use of the Platform after any changes to these Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform.
15. General Provisions
These Terms constitute the entire agreement between you and Crossing Edge regarding the Platform and supersede all prior agreements and understandings. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect.
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You may not assign or transfer these Terms or your account without Our prior written consent. We may assign these Terms without restriction.
16. Contact Information
If you have any questions about these Terms, please contact us at team@crossingedge.com