If your organisation has entered into a separate Master Services Agreement, Enterprise Subscription Agreement, Data Processing Agreement, or other written agreement with CerebrumEdge (collectively, a "Custom Agreement"), the terms of that Custom Agreement will govern and supersede these Terms of Service to the extent of any conflict. Please check with your organisation's procurement or legal team to confirm whether a Custom Agreement is in place before relying solely on these Terms of Service.
Agreement Parties & Acceptance
These Terms of Service ("ToS" or "Agreement") are entered into between Cerebrumedge Technologies Private Limited, a company incorporated under the laws of India with its registered office at 3rd Floor, Evolve Work Studio, Doddanekundi Industrial Area, Bengaluru, Karnataka 560048, India ("CerebrumEdge", "we", "us", or "our"), and the organisation on whose behalf an authorised representative accepts these Terms ("Customer", "you", or "your").
These Terms of Service are effective as of 06 April 2026 and supersede the prior version dated 2 January 2022. These Terms of Service apply exclusively to the ErgoEdge® platform. SafetyEdge® is governed by a separate agreement.
Definitions
In this Agreement, the following terms have the meanings set out below:
| Term | Definition |
|---|---|
| Affiliate | Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting securities. |
| Authorised Users | Employees, contractors, and agents of Customer who are authorised by Customer to access and use the ErgoEdge Service under this Agreement. |
| Custom Agreement | Any separately negotiated and executed written agreement between CerebrumEdge and Customer (including Master Services Agreements, Enterprise Subscription Agreements, or Data Processing Agreements) that supplements or supersedes these Terms. |
| Customer Data | All data, including workplace video footage, metadata, and related content, uploaded or submitted to the ErgoEdge Service by or on behalf of Customer. To the extent Customer Data contains Personal Data, the DPA governs its processing. |
| Data Processing Agreement (DPA) | The data processing agreement between CerebrumEdge (as Data Processor) and Customer (as Data Controller), governing the processing of Personal Data via the ErgoEdge Service. The current version is DPA v1.2, incorporated herein by reference. |
| Documentation | User guides, API documentation, and other technical materials for the ErgoEdge Service provided by CerebrumEdge in electronic form. |
| ErgoEdge Service | The cloud-hosted, AI-powered workplace ergonomic risk assessment SaaS platform operated by CerebrumEdge on Microsoft Azure infrastructure, including web application, mobile applications (iOS and Android), APIs, and associated analytics features. |
| CerebrumEdge IP | All intellectual property rights in and to the ErgoEdge Service, platform, AI models, algorithms, software, Documentation, trademarks, and any works derived therefrom, whether existing prior to or created during the Term. |
| Non-Identified Data | Aggregate, fully anonymised data derived from Customer's use of the ErgoEdge Service, from which no individual or organisation can reasonably be identified, and which does not constitute Personal Data under applicable privacy law. |
| Order Form | A written order document or online purchase form executed by both parties specifying the subscription tier, fees, Term, data residency region, and any other commercial terms. |
| Personal Data | Any information relating to an identified or identifiable natural person, as defined under applicable privacy law including GDPR, UK GDPR, POPIA, and India DPDPA 2023. |
| Sensitive Personal Information | A subset of Personal Data attracting heightened protection under applicable law, including biometric-adjacent data and health data. |
| Subscription Fees | The fees payable by Customer for access to the ErgoEdge Service as specified in the applicable Order Form. |
| Term | The subscription period specified in the Order Form, commencing on the start date and continuing until expiry or earlier termination. |
| Technical & Organisational Measures (TOMs) | The security measures implemented by CerebrumEdge as documented in the TOMs, available on request from dpo@cerebrumedge.com. |
Custom Agreements and Order Forms
These Terms of Service constitute the baseline agreement governing Customer's access to and use of the ErgoEdge Service. They apply where no Custom Agreement exists or to matters not addressed by a Custom Agreement.
Where Customer has executed a Custom Agreement with CerebrumEdge, the following order of precedence applies in the event of any conflict:
- The Custom Agreement (e.g., Master Services Agreement or Enterprise Subscription Agreement)
- The Data Processing Agreement (DPA v1.2)
- The applicable Order Form
- These Terms of Service
Each Order Form is incorporated into and forms part of this Agreement. In the event of any conflict between an Order Form and these Terms (where no Custom Agreement exists), the Order Form shall prevail with respect to the specific commercial terms it addresses.
Customers wishing to negotiate a Custom Agreement should contact info@cerebrumedge.com.
Licence Grant and Access Rights
Subject to Customer's compliance with this Agreement and timely payment of Subscription Fees, CerebrumEdge grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the ErgoEdge Service during the Term, solely for Customer's internal workplace health, safety, and ergonomic assessment purposes ("Authorised Purpose").
This licence extends to Authorised Users and, with CerebrumEdge's prior written consent, to Customer's Affiliates, provided that Customer remains responsible for its Affiliates' and Authorised Users' compliance with this Agreement.
Customer must not, and must not permit any third party to:
- Sublicence, resell, transfer, assign, or otherwise make the ErgoEdge Service available to any third party other than Authorised Users
- Use the ErgoEdge Service to develop a competing product or service, or to benchmark the ErgoEdge Service against a competing product without CerebrumEdge's written consent
- Reverse engineer, decompile, disassemble, or attempt to derive the source code or AI model architecture of the ErgoEdge Service
- Remove, alter, or obscure any proprietary notices, trademarks, or branding within the ErgoEdge Service
- Use the ErgoEdge Service for any unlawful purpose, or in violation of any applicable law or regulation
- Attempt to gain unauthorised access to any component of the ErgoEdge Service, its infrastructure, or other customers' data
- Use the ErgoEdge Service to make employment decisions about individual workers solely on the basis of automated AI outputs, without human review
- Use Customer Data obtained through the ErgoEdge Service to train, develop, or improve any competing AI model or system
The ErgoEdge Service is designed and licensed solely for workplace ergonomic risk assessment and occupational health and safety purposes. Customer agrees not to use the ErgoEdge Service for:
- Surveillance, monitoring, or performance assessment of individual workers beyond ergonomic safety assessment
- Facial recognition, identity matching, or profiling of any individual
- Any purpose that would constitute automated decision-making with legal or similarly significant effects on a worker without human review (consistent with GDPR Article 22)
- Processing data of individuals under the age of 18 in jurisdictions where such processing requires parental consent, without first obtaining that consent
Access to the ErgoEdge Service via iOS and Android mobile applications is subject to these Terms and the applicable mobile platform's terms of service. CerebrumEdge makes no representation regarding the availability of mobile applications on any particular platform or operating system version.
Trial and Proof-of-Concept Access
CerebrumEdge may grant Customer access to the ErgoEdge® Service on a trial or proof-of-concept ("POC") basis at no charge for 14 days from activation, unless otherwise agreed in writing.
During a trial or POC period: (a) the ErgoEdge Service is provided "as is" without warranties; (b) Customer's use is subject to these Terms; and (c) CerebrumEdge may terminate trial access at any time on written notice. Customer Data uploaded during a POC will be deleted within 30 days of the trial end date, consistent with CerebrumEdge's Backup Policy. Upon conversion to a paid subscription, a new Term commences under the applicable Order Form.
No separate Beta Agreement exists. Trial and proof-of-concept access is governed by this Section 4.
Customer Data and Data Processing
Customer retains all rights, title, and interest in and to Customer Data. CerebrumEdge acquires no ownership rights in Customer Data by virtue of this Agreement.
Customer grants CerebrumEdge a limited, non-exclusive, non-transferable licence to access, process, and use Customer Data solely to the extent necessary to: (a) provide the ErgoEdge Service to Customer; (b) comply with Customer's documented instructions; and (c) fulfil CerebrumEdge's legal obligations. CerebrumEdge will not use Customer Data for any other purpose without Customer's prior written consent.
To the extent Customer Data contains Personal Data, such Personal Data is processed by CerebrumEdge as a Data Processor acting under Customer's instructions as Data Controller. The processing of Personal Data is governed exclusively by the Data Processing Agreement (DPA v1.2) between the parties, which is incorporated into this Agreement by reference and takes precedence over this Section 5 in the event of any conflict.
Customer represents and warrants that: (a) it has obtained all necessary consents, authorisations, and legal bases required under applicable privacy law to submit Personal Data to the ErgoEdge Service; (b) the submission and processing of Customer Data in accordance with Customer's instructions and this Agreement will not violate any applicable law or infringe any third party's rights.
CerebrumEdge may use Non-Identified Data solely for: (a) operating, maintaining, and improving the ErgoEdge® Service; (b) developing new features; (c) internal business analytics; and (d) publishing aggregated, anonymised industry benchmarks. CerebrumEdge will not sell Non-Identified Data to any third party. Non-Identified Data does not constitute Personal Data and is not subject to the DPA.
Customer's primary processing data (workplace video footage) is hosted in the data residency region selected by Customer at onboarding, as specified in the Order Form and DPA Schedule 5. Available regions are: EEA (Germany West Central — default), United Kingdom, United States/Canada, Australia, and India. Application logs, user account data, and platform analytics are retained in the EEA at all times regardless of the selected primary region. The selected data residency region is fixed for the Term and may only be changed with CerebrumEdge's written agreement.
Customer may request export of Customer Data at any time during the Term and for 30 days following termination or expiry of this Agreement. Following the export window, CerebrumEdge will permanently and irreversibly delete all Customer Data (including Personal Data) in accordance with the retention and deletion schedule in the DPA (Schedule 1) and CerebrumEdge's Backup Policy v3.0. A written deletion certificate will be provided to Customer upon request.
Fees and Payment
Customer agrees to pay the Subscription Fees set out in the applicable Order Form. Subscription Fees are due within 30 days of the invoice date. All fees are exclusive of applicable taxes (including GST, VAT, or withholding tax), which Customer is responsible for paying unless CerebrumEdge is required by law to collect them.
Subscription Fees not paid within the agreed payment period will accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. CerebrumEdge reserves the right to suspend access to the ErgoEdge Service for accounts more than 30 days overdue, following written notice to Customer.
Unless either party provides written notice of non-renewal at least 60 days before the end of the current Term, subscriptions will automatically renew for successive periods equal to the original Term at CerebrumEdge's then-current pricing.
CerebrumEdge may adjust Subscription Fees at renewal by providing Customer with at least 90 days' prior written notice. Customers will receive a renewal reminder no later than 60 days before the end of their current Term. Fee changes take effect at the start of the next renewal Term. Customers with Custom Agreements should refer to the pricing terms therein.
Service Levels and Support
Downtime from third-party outages or causes beyond CerebrumEdge's reasonable control is excluded from uptime calculations.
Downtime credits: For each period of downtime exceeding one hour, CerebrumEdge will credit Customer 5% of monthly Service Fees for each 60 or more consecutive minutes of downtime, limited to one credit per 24-hour period. Customer must notify CerebrumEdge in writing within 48 hours of downtime commencement to claim a credit; failure to notify forfeits the right to a credit. Credits may not be redeemed for cash and shall not exceed one (1) week of Service Fees in any calendar month. Credits apply to the month of the incident, or to the next annual period for annual subscribers.
Technical support is available by email at support@cerebrumedge.com, weekdays 08:00–20:00 Central European Time, excluding Indian public holidays. CerebrumEdge will use commercially reasonable efforts to respond to all support tickets within one (1) business day.
CerebrumEdge shall not be liable for unavailability caused by: (a) factors outside CerebrumEdge's reasonable control (see Section 16.3); (b) Customer's or Authorised Users' acts or omissions; (c) third-party service failures beyond CerebrumEdge's infrastructure; or (d) scheduled maintenance notified in advance.
Additional support tiers and enhanced response time commitments beyond those described in Section 7.1 may be defined in the applicable Custom Agreement or Order Form.
Customer is responsible for: (a) designating an internal coordinator with authority to engage CerebrumEdge support; (b) promptly reporting issues with sufficient detail to enable diagnosis; (c) testing Software Upgrades and updates upon release; and (d) maintaining compatibility with supported browser and operating system versions as notified by CerebrumEdge.
CerebrumEdge may update, modify, or enhance the ErgoEdge Service from time to time. For material changes that reduce existing functionality, CerebrumEdge will provide at least 30 days' advance written notice. For the discontinuation of the ErgoEdge Service in its entirety, CerebrumEdge will provide at least 90 days' advance written notice and refund any prepaid, unused Subscription Fees.
Security and Data Protection
CerebrumEdge maintains ISO/IEC 27001:2022 certification for the ErgoEdge® platform and implements the following security measures, as further detailed in the TOMs(available on request):
- Encryption of Customer Data at rest using AES-256 (FIPS 140-2 compliant)
- Encryption of data in transit using TLS 1.2 or higher
- Role-based access control (RBAC) and Multi-Factor Authentication (MFA) for all platform accounts
- Regular independent penetration testing and vulnerability assessments
- Geo-redundant backups with a 30-day retention window
- Pseudonymisation of facial imagery by default — faces blurred before any output is displayed
CerebrumEdge will notify Customer within 24 hours of becoming aware of a confirmed or suspected personal data breach affecting Customer Data, consistent with the DPA v1.2 and applicable privacy law obligations. CerebrumEdge warrants that it will maintain ISO/IEC 27001:2022 certification throughout the Term and will promptly notify Customer of any suspension or revocation of such certification.
Customer is responsible for: (a) maintaining the confidentiality of Authorised Users' account credentials; (b) ensuring Authorised Users comply with CerebrumEdge's security requirements as notified from time to time; (c) notifying CerebrumEdge immediately upon becoming aware of any unauthorised access to or use of Customer's account; and (d) not modifying default security settings in a manner that reduces the protection of Customer Data.
The processing of Personal Data within Customer Data is governed by the Data Processing Agreement (DPA v1.2) which is a separate, binding document forming part of this Agreement. Customers who have not yet executed the DPA should contact dpo@cerebrumedge.com. CerebrumEdge will not process Personal Data on Customer's behalf without an executed DPA in place.
AI and Automated Processing Disclosure
The ErgoEdge Service uses artificial intelligence (AI) and Computer Vision to automatically analyse workplace video footage and generate ergonomic risk scores and assessments. Customer acknowledges and agrees that:
- AI-generated ergonomic risk scores are advisory outputs intended to assist qualified Health, Safety & Environment (HSE/EHS) professionals in identifying ergonomic risks — they are not determinative assessments.
- No automated AI output from the ErgoEdge Service constitutes a final decision regarding any individual worker's employment, performance, capabilities, or fitness for work. Human review is required before any workplace action is taken based on ErgoEdge outputs.
- Customer is solely responsible for ensuring that its use of ErgoEdge outputs complies with applicable employment law, health and safety law, and data protection law (including GDPR Article 22 regarding automated decision-making) in Customer's jurisdiction.
- AI model accuracy may vary based on video quality, lighting conditions, camera angle, and the nature of the task being assessed. CerebrumEdge does not warrant that AI outputs will be error-free or suitable for any specific regulatory compliance purpose.
- Customer must not use ErgoEdge outputs as the sole basis for any employment decision, disciplinary action, or assessment of individual worker capability.
Intellectual Property
As between the parties, CerebrumEdge retains all rights, title, and interest in and to the CerebrumEdge IP, including the ErgoEdge Service, AI models, algorithms, software, platform, and Documentation. No rights are granted to Customer except as expressly set out in this Agreement. Customer acknowledges that this Agreement confers a right to access and use the ErgoEdge Service only — no title or ownership transfers to Customer.
As between the parties, Customer retains all rights, title, and interest in and to Customer Data and any ergonomic reports or assessments generated by the ErgoEdge Service that are based solely on Customer Data ("Customer Reports"). CerebrumEdge acknowledges that Customer Reports belong to Customer.
If Customer provides CerebrumEdge with feedback, suggestions, or recommendations regarding the ErgoEdge Service ("Feedback"), Customer grants CerebrumEdge a worldwide, royalty-free, perpetual licence to use such Feedback for any purpose, including incorporating it into the ErgoEdge Service, without any obligation to Customer.
No licence is granted by implication, estoppel, or otherwise. All rights not expressly granted to Customer in this Agreement are reserved by CerebrumEdge.
Confidentiality
Each party ("Receiving Party") agrees to hold in strict confidence any non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party will: (a) use Confidential Information solely to exercise its rights or perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care); and (c) not disclose Confidential Information to any third party without Disclosing Party's prior written consent.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is lawfully received from a third party without restriction.
Nothing in this Section prevents either party from disclosing Confidential Information to a court, regulator, or data protection supervisory authority as required by applicable law, provided that the disclosing party gives the other party reasonable prior notice (to the extent legally permitted) and cooperates in seeking a protective order or other appropriate relief.
Confidentiality obligations survive termination or expiry of this Agreement for a period of 5 years, except with respect to trade secrets, which remain protected for as long as they retain their trade secret status.
Warranties and Disclaimers
CerebrumEdge warrants that:
- It has full right and authority to enter into and perform this Agreement
- The ErgoEdge Service will perform materially in accordance with the Documentation under normal use conditions
- It maintains ISO/IEC 27001:2022 certification and will notify Customer promptly of any loss of certification
- It will process Personal Data in accordance with the DPA and applicable privacy laws
- It will perform all services in a professional and workmanlike manner
Customer warrants that:
- It has full right and authority to enter into and perform this Agreement, and the individual accepting these Terms has authority to bind the Customer organisation
- It has obtained all necessary consents and legal authorisations for the submission of Customer Data, including Personal Data of workers, to the ErgoEdge Service
- Its use of the ErgoEdge Service will comply with all applicable laws and regulations in Customer's jurisdiction
Nothing in this Agreement excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law, including liability under GDPR Article 82 for personal data breaches attributable to CerebrumEdge as Data Processor.
Indemnity
CerebrumEdge will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, and costs (including reasonable legal fees) arising from: (a) the ErgoEdge Service infringing any third-party intellectual property rights; or (b) CerebrumEdge's breach of its data protection obligations under the DPA or applicable privacy law (including GDPR, UK GDPR, POPIA, DPDPA 2023, and applicable US state privacy laws) that directly results in a regulatory fine or third-party claim against Customer.
CerebrumEdge's indemnity obligations do not apply to claims arising from: (i) Customer's use of the ErgoEdge Service outside the scope of this Agreement; (ii) Customer's modification of ErgoEdge outputs or integration with third-party software not approved by CerebrumEdge; (iii) Customer's failure to implement CerebrumEdge's security recommendations; or (iv) Customer Data that violates applicable law or third-party rights.
Customer will defend, indemnify, and hold harmless CerebrumEdge from and against any third-party claims, damages, and costs (including reasonable legal fees) arising from: (a) Customer's breach of this Agreement, including unauthorised use of the ErgoEdge Service; (b) Customer Data infringing any third-party intellectual property rights; (c) Customer's failure to obtain required consents for the submission of Personal Data; or (d) Customer's use of ErgoEdge outputs in violation of applicable employment or privacy law.
The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party control of the defence and settlement (provided the indemnified party may participate at its own cost); and (c) provide reasonable cooperation. The indemnifying party must not settle any claim that imposes obligations on the indemnified party without its prior written consent.
Limitation of Liability
The exclusion in this Section 14.1 does not apply to: (a) either party's indemnity obligations under Section 13; (b) breaches of confidentiality obligations under Section 11; (c) either party's gross negligence or wilful misconduct; or (d) liability that cannot be excluded by applicable law.
Each party's total aggregate liability to the other under or in connection with this Agreement (whether in contract, tort, or otherwise) will not exceed the total Subscription Fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim.
Claims arising under this Agreement must be brought within 12 months of the date the claiming party became aware (or reasonably should have become aware) of the circumstances giving rise to the claim, subject to any mandatory statutory limitation period under applicable law that cannot be reduced by contract.
Term and Termination
This Agreement commences on the date Customer first accepts these Terms (or the date of the applicable Order Form, if earlier) and continues until the expiry or earlier termination of all Order Forms.
Either party may terminate this Agreement (or a specific Order Form) by written notice if the other party: (a) materially breaches this Agreement and fails to cure that breach within 30 days of receiving written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or liquidation proceedings.
CerebrumEdge may terminate this Agreement immediately on written notice if Customer: (i) breaches Section 3.2 (Restrictions) or Section 3.3 (Acceptable Use); (ii) infringes CerebrumEdge IP; or (iii) fails to pay Subscription Fees within 30 days of the due date following a payment reminder notice.
Either party may terminate this Agreement for convenience by providing the notice period specified in the Order Form. Where no notice period is specified, 90 days' written notice is required. Customer remains liable for all Subscription Fees due through the end of the notice period. Prepaid, unused Subscription Fees covering periods beyond the effective termination date will be refunded pro-rata.
Upon termination or expiry of this Agreement: (a) all licences and access rights granted to Customer immediately terminate; (b) Customer must cease all use of the ErgoEdge Service; (c) each party must return or destroy the other's Confidential Information within 30 days; and (d) Customer's payment obligations for all Subscription Fees accrued prior to termination survive.
CerebrumEdge will make Customer Data available for export for 30 days following termination, after which Customer Data will be securely deleted in accordance with the DPA and Backup Policy v3.0. CerebrumEdge will provide a written deletion certificate upon request.
Sections 1 (Definitions), 5.1 (Customer Data Ownership), 10 (Intellectual Property), 11 (Confidentiality), 12.3 (Disclaimer), 13 (Indemnity), 14 (Limitation of Liability), 15.4 (Effect of Termination), and 16 (General) survive termination or expiry of this Agreement.
General Provisions
This Agreement is governed by the laws of the State of Karnataka, India, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of Bengaluru, Karnataka for the resolution of any dispute arising out of or in connection with this Agreement, provided that nothing in this clause limits either party's right to seek injunctive or emergency relief in any court of competent jurisdiction, or to refer a data protection dispute to the relevant supervisory authority under applicable privacy law.
All notices under this Agreement must be in writing and delivered by: (a) email with read receipt or delivery confirmation to the addresses specified in the Order Form (for CerebrumEdge: info@cerebrumedge.com); or (b) courier or registered mail to the party's registered address. Notices by email are deemed received on the date sent (if sent before 17:00 on a business day in the recipient's location) or the next business day.
Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, governmental restrictions, or failure of third-party telecommunications infrastructure ("Force Majeure Event"). The affected party must: (a) promptly notify the other party in writing; (b) use reasonable efforts to minimise the impact; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Order Form on 14 days' written notice, with a pro-rata refund of prepaid, unused fees.
Neither party may assign or transfer this Agreement without the other party's prior written consent, which shall not be unreasonably withheld or delayed. Either party may, without consent, assign this Agreement in its entirety to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided that: (a) the assigning party gives the other party 30 days' prior written notice; and (b) the successor agrees in writing to be bound by the terms of this Agreement. Any purported assignment in violation of this clause is void.
Subject to Section 2 (Custom Agreements and Order Forms), this Agreement (including all Order Forms and the DPA) constitutes the entire agreement between the parties with respect to the ErgoEdge Service and supersedes all prior written and oral agreements relating to the same subject matter. No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of both parties.
If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.
A waiver of any breach or default under this Agreement is not a waiver of any subsequent breach or default. Failure by either party to enforce any term or condition of this Agreement does not constitute a waiver of that party's right to enforce each and every term and condition.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.
Customer agrees to comply with all applicable export control laws and regulations in connection with its use of the ErgoEdge Service, including the export control regimes of India, the European Union, and the United States. Customer will not use the ErgoEdge Service in connection with the development of weapons of mass destruction or in violation of applicable sanctions.
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates any rights in any third party, except that workers whose Personal Data is processed via the ErgoEdge Service retain their data subject rights as set out in the Privacy Policy and DPA.
CerebrumEdge may update these Terms of Service from time to time. For material changes (including changes to licence scope, liability, or data processing terms), CerebrumEdge will provide at least 30 days' advance written notice. Customer's continued use of the ErgoEdge Service after the effective date of the updated Terms constitutes acceptance, to the extent permitted by applicable law. Customers with Custom Agreements should refer to the amendment provisions therein.
Agreement Execution
By clicking "I Agree", signing an Order Form, or accessing the ErgoEdge Service, the Customer confirms that it has read, understood, and agrees to be bound by these Terms of Service, and that the individual doing so is authorised to bind the Customer organisation.
For the full ErgoEdge® Privacy Policy, visit ergoedge.cerebrumedge.com/privacy.html