Unboxed Training & Technology - Product Terms of Service (ToS)

DISCLAIMER – Please be advised that these Terms of Service were updated on March 26, 2024, and may be different from the Terms of Service in effect at the time of contracting. Please note that this current version of the Terms of Service supersedes any prior version and controls the relationship between you and Unboxed.

The Unboxed Product Terms of Service (“ToS”) is a legal agreement between “you” or “Client” and Unboxed Technology, LLC “Unboxed”, a Virginia limited liability company.

The ToS governs your subscription, installation, and use of our Unboxed Technology products including Spoke Learning Platform, Advisor, & ReadySet (“Product”) directly from Unboxed or indirectly through an authorized referral affiliate, reseller, or white label partner (an “Authorized Partner”).

Please read the ToS carefully before using the Product. It provides a subscription to use the Product and contains warranty information and liability disclaimers.

If a free trial is available for the Product, the ToS will also govern that trial. By installing and/or using the Product, you are confirming your acceptance of the Product and agreeing to become bound by the terms of the ToS. At the end of the free trial both parties agree to a Statement of Work (“SOW”) to purchase a subscription to a Product.

If you are entering into the ToS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions.

The ToS shall apply only to the Product supplied by Unboxed. The terms also apply to any Unboxed updates, supplements, derivative works, and support services for the Product, in addition to any SOW terms, as applicable. In the event that any SOW terms conflict with the terms of this ToS, the terms of the ToS shall govern unless the terms of the SOW expressly state otherwise.

1. SUBSCRIPTION RIGHTS

Unboxed hereby grants you and your users a personal, limited, non-transferable, non-sublicensable, non-exclusive subscription to use the Product on your devices in accordance with the ToS and any SOW between the parties.

You agree to remain responsible for all acts and omissions of your users to whom you permit access to the Product. You are solely responsible for ensuring any devices you use to run the Product meet the minimum requirements of the Product.

You are not permitted to:
A. Edit, alter, modify, adapt, translate, prepare derivative works of, or otherwise change the whole or any part of the Product, including the removal or obscuring of any Unboxed copyrights, trademarks or other marks, nor permit the whole or any part of the Product to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Product or attempt to do any such things.
B. Reproduce, copy, distribute, resell, sublicense, assign or otherwise use the Product for any commercial purpose.
C. Allow any third party to use the Product on behalf of or for the benefit of any third party without written approval from Unboxed.
D. Use the Product in any way which breaches any applicable local, national or international law.
E. Use the Product to defame, libel, harass, or publish any obscene or false information.

F. Use the Product for any purpose that Unboxed considers is a breach of the ToS and any Product documentation.

2. SUBSCRIPTION & SERVICE FEES

In consideration for the subscription granted by Unboxed under the ToS, Client shall pay Unboxed a subscription fee and fees for any additional services (“Subscription & Service Fees”) for the amount, duration, and terms set forth in the respective SOW. Subscription & Service Fees are subject to change upon the first day of each renewal term, as will be provided for in the respective SOW or amendment thereto. Subscription & Service Fees are non-refundable.

3. TAXES

Client shall, in addition to the other amounts payable under the ToS, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by the ToS, excluding only taxes based on Unboxed’s net income. Client agrees to indemnify, defend, and hold Unboxed, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Client’s failure to report or pay any such taxes, duties, or assessments.

4. PAYMENT TERMS

All amounts payable to Unboxed under the ToS will be paid according to the pricing and payment terms, as set forth in the SOW. Unboxed may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to Unboxed pricing or payment terms shall be governed by the SOW. Unboxed may charge you a late fee on overdue amounts at the rate of one and one-half percent (1.5%) per month, or the maximum permitted by law, and late fees shall be calculated daily and compounded monthly on all outstanding balances commencing with the date payment was due.  All costs incurred for collection of amounts due (including, but not limited to, attorneys’ fees, court costs, and collection agency fees) and any bank charges shall be paid to Unboxed by you.  Without prejudice to Unboxed’s other remedies for overdue amounts pursuant to this Agreement or at law, Unboxed may, in its sole discretion, suspend its provision of services pursuant to this Agreement without penalty until you receives full payment of all outstanding amounts due. Unboxed reserves the right to terminate this ToS for cause and revoke your access to the Products for any payments remaining overdue for more than sixty (60) days.

5. TERMINATION

The ToS is effective from the date you first use the Product and shall continue until the end of your subscription period as defined in your SOW, unless terminated sooner pursuant to these terms.

Should Unboxed terminate the Product subscription with you for any reason, the ToS will automatically terminate.

Either party shall have the right to terminate this ToS or any SOW immediately without penalty if the other party is in breach of any material term of the ToS and/or SOW provided, however, the breaching party shall have thirty (30) days from the receipt of written notice of termination due to breach of this ToS or any SOW to attempt to cure any such breach.

Upon any such termination, the subscriptions granted by the ToS will immediately terminate and you agree to stop all access to and use of the Product; immediately destroy or permanently delete all copies, full or partial of the Product; and provide written notice, signed by your authorized representative, that you have complied with the foregoing obligations. The provisions that by their nature continue and survive will survive any termination of the ToS including timely payment of your Subscription & Service Fees.

6. INTELLECTUAL PROPERTY AND OWNERSHIP

Unboxed shall at all times retains ownership of all right, title, and interest in the Product, including all intellectual property rights, and in all subsequent updates and derivative works of the Product. Except as expressly provided in this ToS, you shall not acquire any proprietary right, title, or interest in or to any intellectual property rights in the Products or Custom IP. Unboxed reserves all rights to the Products and Custom IP not expressly granted to you hereunder.

Custom IP shall mean intellectual property made, conceived, or developed by Unboxed, including derivative works, on behalf of Client, outlined in an SOW. Custom IP shall include the copyright in the collective work. Custom IP does not include Client IP or Third-Party IP.

As between Client and Unboxed, the Client shall retain all right, title, and interest in and to the Client data and all intellectual property rights therein. Nothing in the ToS will grant Unboxed any right of ownership or interest in the Client Data or the Intellectual Property rights therein.

7. CUSTOM TRAINING CONTENT

If Unboxed creates Custom Training Content, as will be defined in the relevant SOW, for you to use along with an Unboxed Product, the terms of the ToS also apply to the Custom Content except that: You shall have an exclusive, perpetual, non-sublicensable, non-transferable license in the Custom Training Content.

8. USAGE OF SPOKE AI

The following terms shall apply when you opt to use AI with an Unboxed Product, such as Spoke:

a. Inputs and Outputs. Certain Unboxed Products permit you to provide prompts, scripts, queries, or other input (collectively, “Inputs”) to the Unboxed Product in order to receive outputs generated and returned by the Unboxed Product based on such Inputs ("Outputs"). Client agrees not to state or suggest that Outputs were human-generated when they are not or generate any Outputs for an illegal purpose. As between the parties, and to the extent permitted by applicable laws, rules and regulations, Client owns all Inputs and Outputs and Inputs and Outputs are incorporated into the definition of “Confidential Information” in these ToS. Client is responsible for all Inputs and Outputs, including for ensuring that they do not violate this ToS or any applicable laws, rules, or regulations.

b. Limitations on AI-Generated Outputs. Client acknowledges and agrees that, in addition to the limitations and restrictions set forth in the ToS, there are numerous limitations that apply with respect to artificial intelligence (“AI”)-generated Outputs due to the fact that they are automatically generated, including without limitation that (a) Outputs may contain errors or misleading information; (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (c) AI systems can struggle with understanding the nuances of language, including slang, idioms and cultural references, which can result in Outputs that are out of context or do not make sense; (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Outputs that lack the empathy and emotion that humans are able to convey; (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Outputs that are discriminatory or offensive; (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making; (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Outputs; and (h) AI-generated Outputs can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

c. Client Responsibilities. Client is solely responsible for displaying and/or obtaining appropriate consents, warnings, disclaimers, and acknowledgements to end users of Client’s implementation of the Unboxed Product. Client agrees to indemnify, defend, and hold harmless Unboxed, its employees, shareholders, directors, agents, and assigns from and against any third-party claims arising from or connected with Client’s Inputs and Outputs to the AI modules of an Unboxed Product.

D. Service. Client acknowledges that the Unboxed Product utilizes the Azure OpenAI Service offered by Microsoft Corporation ("Microsoft") subject to certain terms, and Client agrees to comply with the following terms:

1. Client may not use the Unboxed Product:
2. in a way prohibited by law, regulation, governmental order or decree;
3. to violate the rights of others;
4. to try to gain unauthorized access to or disrupt any service, device, data, account or network;
5. to spam or distribute malware;
6. to mine cryptocurrency;
7. in a way that could harm the Unboxed Product or Azure OpenAI Service or that could impair anyone else's use of it;
8. in any application or situation where failure of the Unboxed Product or Azure OpenAI Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage;
9. in a manner prohibited by Microsoft's Code of Conduct for the Azure OpenAI Service available at https://learn.microsoft.com/en-us/legal/cognitive-services/openai/code-of-conduct; or to assist or encourage anyone to do any of the above.
   

9. PERMITTED USE, PRIVACY, SECURITY AND DATA BACKUP

Permitted Use. Unboxed shall not cause or permit any User Data to be Processed in any manner or for any purpose other than the performance of the services subscribed hereunder in compliance with the terms of this ToS and any SOW. Unboxed represents and warrants that it shall Process any User Data in compliance with: (i) the express terms and conditions of the SOW agreed upon by the parties; (ii) Unboxed’s then current privacy, security and backup policies; (iii) Unboxed’s Data Processing Agreement (“DPA”), found at: https://unboxedtechnology.com/unboxed-product-tos/data-processing-agreement/; (iv) Unboxed’s  privacy standards, found at: https://www.unboxedtechnology.com/privacy-policy. and (v) all applicable laws.

“Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (i) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (ii) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (iii) block, erase or destroy.

“User Data” means any and all information, data, materials, works, expressions or other content, including any that are (i) uploaded, submitted, posted, transferred, transmitted or otherwise provided or made available by or on behalf of Client or any of its customers or their respective users through the services subscribed hereunder, or (ii) collected, downloaded or otherwise received by Unboxed or the services subscribed hereunder for Client or any of its customers or their respective users pursuant to the Unboxed SOW or at the written request or instruction of Client or any of its customers or their respective users. All output, copies, reproductions, improvements, modifications, adaptations, translations, and other derivative works of, based on, derived from or otherwise using any User Data are themselves also User Data.
Privacy and Security. Unboxed will maintain a privacy and information security program, including safety and physical and technical security policies and procedures, with respect to its User Data and Client’s Confidential Information.

You also acknowledge and agree that Unboxed may monitor your use of the Services to enforce the terms of the ToS and collect and compile Aggregated Statistics. As between Unboxed and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Unboxed; provided that such Aggregated Statistics do not identify Client or Client's Confidential Information. "Aggregated Statistics" means data and information related to Client's use of the Services that is used by Unboxed in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

Compliance with Laws; Privacy. You are responsible for complying with all applicable laws and governmental regulations. You shall not transmit any personally identifiable information to Unboxed with the exception of information required to setup user accounts. Additionally, you should not transmit to Unboxed any data that is subject to heightened security requirements by law or regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), Health Insurance Portability and Accountability Act (HIPAA), and their international equivalents, , web data such as IP addresses cookies, RFID tags, biometric data, racial or ethnic data, political opinion or sexual orientation (“Client Excluded Data”) . Unboxed shall have no responsibility or liability for Client Excluded Data, except that in the event you notify Unboxed that you have inadvertently provided Unboxed with Client Excluded Data, Unboxed will reasonably cooperate with you to delete such Client Excluded Data and will treat such Client Excluded Data as Client’s Confidential Information pending such deletion.

Data Backup. Unboxed shall conduct backups of User Data and store such backup User Data in a commercially reasonable location and manner consistent with its business continuity and disaster recovery policy provided that you are also responsible for backing up your User Data.

10. CONFIDENTIALITY

Each Party receiving Confidential Information (each a "Receiving Party") agrees that it shall use and reproduce the Confidential Information of the Party furnishing the Confidential Information (the "Disclosing Party"): a) only for purposes of exercising its rights and performing its obligations under the ToS and only to the extent necessary for such purposes; b) shall restrict disclosure of such Confidential Information to the Receiving Party's employees, consultants, or advisors who have a need to know; and, c) shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. Confidential Information includes, but is not limited to, all information, whether written or oral, and in any form, including without limitation, information relating to the ToS, research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, and third-party proprietary information. Receiving Party shall exercise at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. All third parties to whom the Receiving Party discloses Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as the ToS. Notwithstanding the foregoing, it shall not be a breach of the ToS for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.

Exceptions. Notwithstanding anything to the contrary herein, neither Party shall be liable for using or disclosing Confidential Information that such Party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of the ToS by the Receiving Party and otherwise not in violation of the Disclosing Party's rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in the ToS.

Remedies. The Receiving Party agrees that a breach of this Section may result in immediate and irreparable harm to the Disclosing Party and that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the Disclosing Party will be entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary injunction or permanent injunction without the posting of a bond or other security.

11. INDEMNIFICATION

Subject to the limits of liability described in Section 13, Unboxed shall indemnify, defend and hold you harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses arising from a claim that Unboxed r infringes any intellectual property right or other legal right of any third party (a “Claim”). This indemnity does not apply to, and Unboxed will have no obligation to Client for, any infringement or misappropriation claim that arises from (i) modifications to the Product by anyone other than Unboxed, (ii) modifications to the Product based upon specifications furnished by Client, (iii) Client’s use of the Product other than as specified in the ToS or in the applicable documentation, (iv) use of the Product in conjunction with third-party software, hardware or data other than that approved by Unboxed or (v) any combination of the foregoing. HOWEVER, IN NO EVENT WHATSOEVER SHALL UNBOXED’S TOTAL LIABILITY FOR INDEMNIFICATION HEREUNDER EXCEED THREE TIMES THE AMOUNT ACTUALLY RECEIVED BY UNBOXED FROM YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY.

You shall indemnify, defend and hold Unboxed and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses arising from a claim that the User Data violates any applicable statute, regulation or law, or infringes any intellectual property right or other legal right of any third party (a “Claim”), and shall give Unboxed all reasonable information and assistance regarding such claim.

The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim; provided that the failure to provide such notice shall not relieve the indemnifying Party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnifying Party shall bear full responsibility for, and shall have the right to solely control, the defense (including any settlements) of any Claim; provided, however, that (i) the indemnifying Party shall keep the indemnified Party informed of, and consult with the indemnified Party in connection with the progress of such litigation or settlement and (ii) the indemnifying Party shall not settle any such Claim in a manner that does not unconditionally release the indemnified Party without the indemnified Party’s written consent.

In the event any portion of the Product is held or believed by Unboxed to infringe or misappropriate intellectual property rights of any third party (such portion to be deemed the “Infringing Materials”) in any place where the Product is used or accessed, then in addition to any other rights, Unboxed (where the Infringing Materials are the Product) shall, at its sole expense and at its option: (i) obtain from such third party the right for the other party to continue to use the Infringing Materials; or (ii) modify the Infringing Materials to avoid and eliminate such infringement or misappropriation, as the case may be; or (iii) upon mutual agreement with the other party, remove and disable the Infringing Materials; or (iv) if none of the foregoing remedies is commercially feasible, terminate the ToS and the applicable SOW.

THIS SECTION SETS FORTH EACH PARTY’S ENTIRE LIABILITY AND OBLIGATION, AND EACH PARTY’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS.

12. LIMITED PRODUCT WARRANTY

Scope of Limited Warranty. Unboxed warrants to Client that during the Term, the Product will perform substantially in accordance with the Product Specifications. The foregoing warranty shall not apply to performance issues of Unboxed (i) caused by factors outside of Unboxed’s reasonable control; (ii) that result from any actions or inactions of Client or any third parties; or (iii) that result from Client’s data structure, operating environment or equipment.

Sole Remedy. Should the Product not perform, or function as expressly warranted herein, Unboxed shall use its commercially reasonable efforts to correct the nonconformities giving rise to such breach. The foregoing remedy is available only if Client notifies Unboxed in writing of such non-conformity within fifteen (15) days of its discovery by Client, and Unboxed’s examination of the Product discloses that such non-conformity exists. THE FOREGOING REMEDIES SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDIES AND UNBOXED’S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTY SET FORTH HEREIN.

Disclaimer of Any Other Warranties. EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED, UNBOXED MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SUBSCRIBED MATERIALS, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. UNBOXED SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCT IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY IN WHOLE OR IN PART TO YOU. IN THAT EVENT, EXCEPT AS PROHIBITED BY LAW, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE YOU FIRST UTILIZE THE PRODUCT.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT UNBOXED AND ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, VENDORS, ATTORNEYS OR AFFILIATES MAY NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (EVEN IF UNBOXED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE PRODUCT; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCT; OR (3) ANY OTHER MATTER RELATING TO THE PRODUCT, AND WITHOUT REGARD TO WHETHER SUCH DAMAGES, OR CLAIMS OF DAMAGES ARISE BASED IN CONTRACT, TORT OR OTHERWISE. HOWEVER, IN THE EVENT THAT ANY OF THE ABOVE LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, UNBOXED’S CUMULATIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ANY CLAIMS, INCLUDING UNBOXED’S INDEMNITY OBLIGATIONS, SHALL NOT EXCEED THREE TIMES THE AMOUNT ACTUALLY RECEIVED BY UNBOXED FROM YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY.

THE LIMITATIONS OF DAMAGES AND LIABILITY PROVIDED HEREIN ARE MATERIAL ELEMENTS OF THIS TOS. YOU ACKNOWLEDGE AND AGREE THAT UNBOXED WOULD NOT BE ABLE TO PROVIDE THE PRODUCT WITHOUT SUCH LIMITATIONS.

If you are a California resident, you agree to waive California Civil Code Section 1542, and any similar provision in any other jurisdiction (if you are a resident of such other jurisdiction), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

14. SOLE REMEDY

Your sole and exclusive remedies for (i) any damages or loss in any way connected with the Product provided by Unboxed, and (ii) any and all performance or non-performance of the Product provided hereunder, if any, whether or not due to Unboxed’s negligence or breach of any other duty, shall be updating the Product. Unboxed will not be responsible under the ToS for the correction of any program errors as a result of modification or misuse of the Product by you.

15. NOTICES

Notices shall be in writing and shall be deemed to have been received by each of the parties hereto on: (i) the date when delivered by hand, receipt of which is acknowledged in each instance; (ii) the business day immediately following the day when delivered to Federal Express (or a comparable overnight courier service) for overnight or next day delivery to the address below, with respect to notices to Unboxed, and the address provided by you to Unboxed for purposes of invoicing with respect to notices to you (or such notice address as each party may provide to the other from time to time, or (iii) three (3) business days after the date when mailed by United States certified mail (postage prepaid, return receipt requested) to:

Unboxed Technology
2201 West Broad Street, Suite 202
Richmond, Virginia 23220
Phone:(888) 723-9770

Notice may also be provided, and is effective the date provided, by e-mail to the appropriate Client Manager on behalf of Unboxed and to you at the email you provide below.

16. GOVERNING LAW AND VENUE FOR RESOLVING DISPUTES

This ToS shall be governed by, and will be construed under, the laws of the Commonwealth of Virginia, U.S.A., without regard to choice of law principles. Any legal suit, action, or proceeding arising out of or related to this will be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in the city of Richmond, Virginia, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Subject to the foregoing, those who choose to utilize the Product from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable, including without limitation, all applicable laws, rules, and regulations regarding the transmission of data exported from the United States or the country in which you reside (if different from the United States).

BY AGREEING TO THESE TERMS YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST UNBOXED TECHNOLOGY BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE AND FEDERAL COURTS IN THE STATE OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE CITY OF RICHMOND, VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMSEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TOS OR YOUR USE OF THE SERVICE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17. ENTIRE AGREEMENT; AMENDMENT; WAIVER

The ToS constitutes this entire Agreement between the parties pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions of the parties, whether oral or written. No amendment, supplement, modification, waiver, or termination of the ToS shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of the ToS shall be deemed or shall constitute a waiver of any other provision of the ToS, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Conditions may require changes from time to time in the ToS. You will be notified of any changes in advance. Continuing to use the Product after notification of any change is your agreement to the changes, and such changes are then binding on both Unboxed and you.

18. SEVERABILITY

The possible invalidity of individual provisions of the ToS does not invalidate the ToS as a whole.

19. NO AGENCY

The ToS does not constitute an agency, partnership, or joint venture between the Parties, and neither Party shall have the authority or power to obligate or bind the other Party in any manner whatsoever, except as specifically provided herein in the ToS.

20. DIGITAL SIGNATURE PROVISION

Digital Signature Provision. Client represents and warrants that the individual agreeing to the ToS is empowered to agree to the ToS on behalf of Client. Client agrees that an electronic signature as defined in the Electronic Signatures in Global and National Commerce Act validly binds Client.

21. ASSIGNMENT

Neither Party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under the ToS without the prior written consent of the other Party. Notwithstanding the foregoing, Unboxed may, without the consent of Clients, assign the ToS or rights granted hereunder to a successor entity in the event of a merger, corporate reorganization, acquisition, or the sale of all or substantially all of Unboxed’s assets, provided that the assignee shall assume all rights and obligations under the ToS. Any permitted assignment of the ToS shall be binding upon and enforceable by and against the Parties’ successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of the ToS.

22. FORCE MAJEURE

Neither party shall be entitled to recover damages or terminate this Agreement by virtue of any delay or default in performance by the other party (other than a delay or default in the payment of money) if such delay or default is caused by Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected; provided that the party experiencing the Force Majeure event shall give the other prompt written notice following the occurrence of the cause relied upon, explaining the cause and its effect in reasonable detail. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Version 5.0 – March 2024