Terms & Conditions

These Terms & Conditions (the "Terms") form a binding agreement between Edge Shore Technologies LLC, a New Jersey limited liability company with offices at 1030 Salem Rd, Union, NJ 07083-7058-309, USA ("Speedlr", "we", "us"), and the organization or individual accessing the Speedlr platform, websites and related services (the "Services", and you the "Customer").

By creating an account, signing an order form, or using the Services you accept these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it. If a signed master agreement or order form exists between the parties, that document controls where it conflicts with these Terms.

The Services are intended for business use by organizations and their personnel, and are not directed to consumers or to children under 18. You must provide accurate registration information and keep it current.

• You are responsible for all activity under your accounts and for the confidentiality of credentials.
• You must promptly notify us at security@speedlr.com of any suspected unauthorized access or credential compromise.
• Administrators you designate may provision, suspend and remove user accounts and may access data submitted by your users.

Subject to these Terms and payment of applicable fees, we grant Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term for Customer's internal business purposes, for the number of users and volumes stated in the applicable order form.

You agree not to, and not to permit any user or third party to:

• Use the Services in violation of applicable law, export controls, or third-party rights.
• Reverse engineer, decompile, or attempt to derive source code, except where such restriction is prohibited by law.
• Resell, sublicense, timeshare, or provide the Services to third parties other than authorized users.
• Upload malicious code, attempt to gain unauthorized access, interfere with the integrity or performance of the Services, or conduct penetration or load testing without our prior written consent.
• Submit regulated data outside the intended scope of the Services (for example, payment card data, protected health information, or government identifiers) unless separately agreed in writing.

We may suspend access without liability where necessary to prevent harm to the Services, other customers, or to comply with law, and we will restore access promptly once the cause is resolved.

As between the parties, Customer owns all data, content and materials it or its users submit to the Services ("Customer Data"). Customer grants us a limited license to host, process, transmit and display Customer Data solely to provide, secure and support the Services, and to comply with law.

Where Customer Data includes personal data, our Privacy Policy and Data Processing Agreement apply and are incorporated into these Terms. We act as a processor (service provider) with respect to Customer Data submitted through the Services.

We maintain an information security program with administrative, technical and physical safeguards designed to protect Customer Data, aligned to recognized frameworks including ISO/IEC 27001 and the AICPA SOC 2 Trust Services Criteria. Current measures include:

• Encryption of data in transit (TLS) and at rest using industry-standard algorithms.
• Role-based access control, least-privilege administration and multi-factor authentication for privileged access.
• Segregated environments, change management, and code review prior to production release.
• Logging and monitoring of security-relevant events, backup and restoration procedures, and documented incident response.
• Vendor risk review for subprocessors and periodic review of security policies.

We do not claim any certification or audit report unless expressly stated in writing in an order form or trust documentation package. Customers may request our current security documentation at security@speedlr.com.

• Fees are set out in the applicable order form and are payable in US dollars.
• Unless stated otherwise, invoices are due within 30 days of the invoice date.
• Undisputed overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Fees are exclusive of sales, use, VAT and similar taxes, which are Customer's responsibility other than taxes on our net income.
• Except where required by law, fees paid are non-refundable and subscriptions are not cancellable mid-term.

Subscriptions run for the term stated in the order form and renew for successive equal periods unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other party becomes insolvent. On termination, access ceases and Customer may export Customer Data during a 30-day retrieval window, after which we delete or de-identify it in accordance with our retention schedule and legal obligations.

We and our licensors retain all right, title and interest in the Services, software, documentation and underlying technology, including all improvements. No rights are granted except as expressly stated. If you give us feedback or suggestions, we may use them without restriction or obligation. We may generate aggregated, de-identified statistics from use of the Services provided they do not identify Customer or any individual.

Each party may access confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors bound by confidentiality duties. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted with prompt notice where legally allowed.

We warrant that the Services will perform materially in accordance with the applicable documentation and that we will provide them in a professional and workmanlike manner. Customer's exclusive remedy for breach of this warranty is correction of the non-conformity or, if we cannot reasonably correct it, termination and a pro-rata refund of prepaid unused fees.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION. THE SERVICES ARE NOT A SUBSTITUTE FOR ENGINEERING, SAFETY OR REGULATORY JUDGMENT AND MUST NOT BE RELIED ON AS THE SOLE CONTROL FOR FIELD SAFETY OR COMPLIANCE DECISIONS.

We will defend Customer against third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe a US patent, copyright or trade secret, and will pay damages finally awarded or agreed in settlement.

Customer will defend us against third-party claims arising from Customer Data or Customer's use of the Services in violation of these Terms or applicable law. Each indemnity is conditioned on prompt notice, reasonable cooperation, and sole control of the defense by the indemnifying party.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

These Terms are governed by the laws of the State of New Jersey, USA, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the state and federal courts located in Union County, New Jersey. Each party waives any right to a jury trial and agrees that claims will be brought only in an individual capacity, not as a class action. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

• Changes: we may update these Terms; material changes take effect on renewal or 30 days after notice, whichever comes first.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control.
• Assignment: neither party may assign without consent, except to a successor in a merger or sale of substantially all assets.
• Severability and waiver: if a provision is unenforceable, the remainder stays in effect; failure to enforce is not a waiver.
• Entire agreement: these Terms, the Privacy Policy, the DPA and any order form are the entire agreement between the parties.

Notices to us should be sent to legal@speedlr.com and to Edge Shore Technologies LLC, 1030 Salem Rd, Union, NJ 07083-7058-309, USA.