CHARACTERQUILT CUSTOMER TERMS OF SERVICE
BY ACCESSING,INSTALLING OR USING THE SERVICE, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OFTHIS AGREEMENT THE PERSON ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENTON BEHALF OF CUSTOMER REPRESENTS THAT HE OR SHE (1) HAS FULL AUTHORITY TO BINDCUSTOMER TO THIS AGREEMENT; AND (2) HAS READ AND UNDERSTANDS ALL THE PROVISIONSOF THIS AGREEMENT. BY CLICKING THROUGH OR OTHERWISE ACCEPTING THIS AGREEMENTELECTRONICALLY, INCLUDING BY ACCESSING, INSTALLING, OR USING THE SERVICE,CUSTOMER IS CONSENTING TO THE USE OF ELECTRONIC DELIVERY OF DOCUMENTS AND ANELECTRONIC SIGNATURE, AND AGREES THAT SUCH ELECTRONIC SIGNATURE IN CONNECTIONWITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BINDINGTO THE SAME EXTENT AS ORIGINAL SIGNATURES.
This CharacterQuiltCustomer Terms of Service (the “Agreement”) is effective on the earlier of: thedate of (i) the execution of an Order referencing this Agreement; or (ii) Customer’suse of the Services (the “Effective Date”), and is made by and betweenInnabox Inc. DBA CharacterQuilt, a company incorporated under the laws of theState of Delaware having its principal place of business 5 Walnut Court,Matawan, NJ 07747 (“Innabox”) and the entity referenced in the Order(the “Customer”) (each, a “Party” and collectively, the “Parties”).Customer may use the software, platform, and support services (collectively “Service”)as described below subject to any use limitations herein or indicated in anorder document issued by Innabox and agreed to by Customer for the applicableService(s) granted under this Agreement (collectively, “Order”), andapplicable laws and regulations. Each Order is hereby incorporated into thisAgreement by reference. To the extent of any conflict or inconsistency betweenthe terms and conditions of this Agreement and an Order, the former shallprevail (unless an Order specifically states otherwise). This Agreement shallenter into force and effect on the Effective Date and, unless earlierterminated in accordance with Section xxx remain in full force andeffect until all Orders expire or are terminated (the “Service Period”).
1. Shared Content; Creative Components
1.1. When using the Services, the Customer may provide Innaboxwith questions, data, information, analysis, or any type of data queried orgenerated as a question (“Customer Content”). Customer Content belongs to Customer but shall only be provided to Innabox by Customer provided it belongs to Customerand Customer has all the requisite rights toprovide the same to Innabox for the purposes defined herein. Customer herebygrants to Innabox a non-exclusive, worldwide, royalty-free right to use CustomerContent solely to the extent necessary to perform its obligations under thisAgreement. Such rights include permission for Innabox to access, store andorganize, provide search capability, create and access metadata, createknowledge graphs, generate information around the Customer Content, and supplyor connect Customer with artificial intelligence, machine learning or naturallanguage processing algorithms, and models that Customer or Innabox may applyto the Customer Content shared in the Service (“Shared Content”). Inorder to access the Services, Customer consents for Innabox to use and share CustomerContent as Shared Content with affiliates and any trusted third partiesincluding but not limited to those listed at https://characterquilt.com/subprocessors.
1.2. Shared Content may be protected by the other party’sintellectual property rights. Customerwarrants it has the authority and rights necessary to share, copy, upload, or otherwisedownload the Shared Content. In addition, any Shared Content generated usingthird-party AI models, including models from OpenAI, may be subject to sharingand use policies, with which Customer agrees to comply. In no way will Innaboxbe responsible for the Customer Content or other content that is stored withinthe scope of these Services.
1.3. Customershall be solely responsible for the legality, reliability, integrity, accuracyand quality of all Shared Content. To the extent Shared Content contains anypersonally identifiable information, Customer warrants and represents that ithas provided all appropriate notices, received the required consents or permitsand/or have any and all ongoing legal bases, and has acted in compliance withapplicable privacy laws and regulations, as to allow Innabox to use the SharedContent to perform the Services in accordance with this Agreement. To theextent applicable, the Parties shall comply with Innabox’s Data ProcessingAgreement (“DPA”), which is available at https://characterquilt.com/data-processing-agreementand forms an integral part of this Agreement.
1.4. Pursuant to the terms of this Agreement, Innabox allows Customerto access and retrieve market research through the internet-based service itprovides (“Platform”) which includes Shared Content included from synthetic buyer personasthat are compilations of Shared Content created in a manner torepresent individuals fabricated by the Platform as representative ofindividuals that Customer would generally care about (“Persona(s)”). Each Persona is created from multiple live videostream or recorded interviews that are transcribed to create searchablereference data for the Platform (“TranscribedInterview(s)”). Transcribed Interviews are collected and maintained in a customer-specific database, exclusive to each Customer ("Exclusive Database") and not shared or made accessible to any other customers or third parties unless otherwise authorized in an Order. At which point, Transcribed Interviews shared within the collective database (“CollectiveDatabase”) or Exclusive Database, as the case may in an Order, our Service uses these to create syntheticPersonas using retrieval augmented generation (”Synthetic Personas”) to allow Customers to access Transcribed Interviewsacross the Collective Database with multiple Synthetic Personas to createcontext with Shared Content using artificial intelligence and/or large languagemodels provided by Innabox or by otherlicensors or third parties sourced by Innabox (“Creative Context”). As apart of the Service, Innabox offers the Platform to search the Persona(s),Transcribed Interviews, Collective Database, Exclusive database, and SyntheticPersonas, all such components hereinafter maybe be collectively referred to as “Creative Components”.
1.5. Further, Innabox may rely on open-source models aspart of the Service and may use a variety of sources to train aspects of theCreative Components, including but not limited to, all the contents of theinternet or other content that may be protected under copyright or otherintellectual property laws. Innabox is not responsible for any violation ofcopyright or other laws for use of Artificial intelligence or large languagemodels, or other technology that may be used in connection with the Services,and any use of such models to for Customer’s Creative Context is at the soleand exclusive risk of Customer.
2. Subscription
Subject to theterms and conditions of this Agreement, Innabox grants Customer a revocable,non-transferable, non-exclusive, term-based license (“Subscription License”)to access and use the Platform to access, use any APIs, sensors, scripts, packages, actions, andCreative Components made Generally Available by Innabox and provided by or onbehalf of Innabox to Customer in connection with this Agreement, as may beupdated by Innabox from time to time inaccordance with the Documentation for Customer’s internal business use onlyduring the applicable Service Period (collectively “Service”). The term“Service” Innabox’s then-current technical documentation and/or blogcontent labeled as “Customer Guides” and made available by Innabox in English] foruse of the Service, as updated from time to time by Innabox in its discretion(the “Documentation”). During the Service Period, Innabox may alsoprovide Customer with non-GA materials including Customer ‘Labs’ or ‘Consortium’content, scripts, templates, and content queries (the “Consortium Materials”).Customer may use the Consortium Materials during the applicable Service Periodonly as needed for Customer to use the Service. The term “GenerallyAvailable” or “GA” means a production version of the Service madeavailable to all Innabox Customers.
3. Authorized Users
The Platform maybe accessed solely by Customer or its Affiliates' employees or serviceproviders who are explicitly authorized by Customer in accordance with theterms of this Agreement to use the Platform (each, a “Authorized User”).Customer will (i) ensure that Authorized Users always comply with the terms ofthis Agreement including Innabox’sAcceptable Use Policy (“AUP”) found here at https://characterquilt.com/acceptable-use-policy (ii) maintainthe confidentiality and security of their Innabox account credentials, and(iii) be fully responsible and liable for any acts or omissions by its AuthorizedUser. Customer must promptly notify Innabox upon becoming aware of anyunauthorized access to or use of the Platform.
4. Prohibited Uses
Except asspecifically permitted herein, without the prior written consent of Innabox, Customershall not knowingly, and shall not knowingly allow any Authorized User or anythird party to, directly or indirectly: (i) copy, modify, create derivativeworks of, or distribute any part of the Service (including by incorporationinto its products); (ii) sell, license (or sub-license), lease, assign,transfer, pledge, or share Customer's rights under this Agreement with anythird party; (iii) disclose the resultsof any testing or benchmarking of the Service to any third party; (iv)disassemble, decompile, reverse engineer or attempt to discover the Servicesource code or underlying algorithms; (v) use the Service for any use in competition with or with the intent todevelop or compete with Innabox’s Services; (viv) use the Service in a mannerthat violates or infringes any rights of any third party; (vii) remove or alterany trademarks or other proprietary notices related to the Service; or (vii)circumvent, disable or otherwise interfere with security-related features ofthe Service, or features that enforce use limitations.
5. License Metrics
Customerunderstands that its Subscription License and related Fees are based on theLicense Metrics specified in the Order for the applicable portion of theService, Platform and/or each Creative Components on an individual AuthorizedUser basis, which represent minimum and maximum amounts that Customer hascommitted to for the Service Period. There shall be no fee adjustments orrefunds for any decreases in usage or License Metrics during the Service Period.Additional License Metrics must be purchased in the event usage or actualmetrics, as applicable, exceed the License Metrics specified in the Order.
6. Affiliates
The term“Affiliate” means an entity that is controlled by, controls, or is under commoncontrol of a party, where “control” means the ownership, in the case of acorporation, of more than fifty percent (50%) of the voting securities in suchcorporation or, in the case of any other entity, the ownership of a majority ofthe beneficial or voting interest of such entity. Customer may allow itsAffiliate(s) to use the Service and ConsortiumMaterials provided that (a) the Affiliate only uses the Service and ConsortiumMaterials for Customer’s or Affiliate’s internal business purposes inaccordance with the License Metrics set forth in the applicable Order subjectto the terms and conditions of this Agreement and (b) Customer is responsiblefor and remains liable for the Affiliate’s use of the Service and ConsortiumMaterials in compliance with the terms and conditions of this Agreement.
7. Proprietary Rights
7.1. All right, title, and interest, including anyintellectual property rights evidenced by or embodied in, attached, connected,and/or related to the Service (and any and all improvements enhancements,corrections, modifications, alterations, revisions, extensions, and updates andderivative works thereof) and any other products, deliverables, or servicesprovided by Innabox; are and shall remain owned solely by Innabox or itslicensors. This Agreement does not convey to Customer any interest in or to theService other than a limited right to use the Service in accordance withSection 2. Nothing herein constitutes a waiver of Innabox’sintellectual property rights under any law.
7.2. Innabox reserves all rights not expressly grantedherein to the Service. If Innabox receives any feedback (whether orally or inwriting) (e.g., questions, comments,suggestions or the like) regarding any of the Services (collectively, “Feedback”),all rights, including intellectual property rights in such Feedback shallbelong exclusively to Innabox and that such shall be considered Innabox’s ConfidentialInformation and Customer hereby irrevocably and unconditionally transfers andassigns to Innabox all intellectual property rights it has in such Feedback andwaives any and all moral rights that Customer may have in respect thereto. Itis further understood that use of Feedback, if any, may be made by Innabox atits sole discretion, and that Innabox in no way shall be obliged to make use ofany kind of the Feedback or any part thereof.
7.3. As between the parties, Customer owns and retainsall right, title and interest (including all intellectual property rights) inand to any Customer Content that originates, resides on, is otherwise processedthrough or derived from Customer and processed by Innabox on behalf of Customerin the provision of the Services. Customer shall be solely responsible for thelegality, reliability, integrity, accuracy, and quality of all CustomerContent. Customer hereby grants to Innabox a non-exclusive, worldwide, royaltyfree right and license to use Customer Content solely to the extent necessaryto perform its obligations under this Agreement.
8. Confidentiality
Each Party may have access to certainnon-public information of the other Party, in any form or media, includingwithout limitation trade secrets and other information related to the products,software, technology, data, know-how, or business of the other Party, and anyother information that a reasonable person should have reason to believe isproprietary, confidential, or competitively sensitive (the “ConfidentialInformation”). The receiving Party will use the same standard of care toprotect the disclosing Party’s Confidential Information as it uses to protectits own Confidential Information, but no less than reasonable care. Thereceiving Party’s obligations under this Section, with respect to anyConfidential Information of the disclosing Party, shall not apply to and/orshall terminate if such information: (a) was already lawfully known to thereceiving Party at the time of disclosure by the disclosing Party; (b) wasdisclosed to the receiving Party by a third party who had the right to makesuch disclosure without any confidentiality restrictions; (c) is, or through nofault of the receiving Party has become, generally available to the public; or(d) was independently developed by the receiving Party without access to, oruse of, the disclosing Party’s Confidential Information. Neither Party shalluse or disclose the Confidential Information of the other Party except forperformance of its obligations under this Agreement. The receiving Party shallonly permit access to the disclosing Party's Confidential Information to itsand/or its Affiliates’ respective employees, consultants, affiliates, serviceproviders, agents, and subcontractors having a need to know such information,and who are bound by at least equivalent obligations of confidentiality and non-disclosureas those under this Agreement (such recipients being “Authorized Recipients”).The receiving Party is responsible for the compliance of its AuthorizedRecipients with the confidentiality and non-disclosure obligations of thisAgreement. The receiving Party will be allowed to disclose ConfidentialInformation to the extent that such disclosure is required by law or by theorder or a court of similar judicial or administrative body, provided that, tothe extent permitted by applicable law, it notifies the disclosing Party ofsuch required disclosure to enable disclosing Party to seek a protective orderor otherwise prevent or restrict such disclosure. Notwithstanding theforegoing, each Party can disclose the terms and existence of this Agreement tothird parties in connection with a due diligence subject to such third partiesbeing bound by at least equivalent obligations of confidentiality andnon-disclosure as those under this Agreement. All right, title and interest inand to Confidential Information are and shall remain the sole and exclusiveproperty of the disclosing Party.
9. Evaluation
ThisSection only applies to any Service provided by Innabox free of charge forevaluation or lab development (collectively, “Evaluation Service(s)”). Subjectto Section 4(Prohibited Use), Innabox grants to Customer a non-transferable, non-exclusivelimited license to use the Evaluation Service(s) for its internal labdevelopment, demonstration, evaluation, training, and testing only. The term ofthis license is for the term set forth on the applicable license key noticeemail or Order, or if no term is described, a period of thirty (30) daysfollowing delivery of the Evaluation Service(s) (“Evaluation Period”). Innabox may extend the Evaluation Period inwriting at its discretion. Unless otherwise agreed in writing by Innabox,Customer agrees to use the Evaluation Service(s) in a non-productionenvironment. Customer bears the sole risk of using the Evaluation Service(s).INNABOX PROVIDES THE EVALUATION SERVICE(S) TO CUSTOMER “AS-IS” AND GIVES NO REPRESENTATION,WARRANTY, INDEMNITY, GUARANTEE OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENTPERMITTED BY LAW, INNABOX’S TOTAL AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERSIS EXPRESSLY LIMITED TO FIVE HUNDRED DOLLARS ($500) FOR ANY AND ALL DAMAGESREGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY. Because theEvaluation Service(s) are provided “AS-IS,” INNABOX is not obligated to providesupport for them. Innabox may receive service credits from its subprocessors inassociation with the Evaluation Service. This Section supersedes anyinconsistent term in the Agreement for purposes of the Evaluation Service(s).
10. Mutual Representation
Each Partyrepresents and warrants that it is duly organized, validly existing, and ingood standing under the laws of its jurisdiction of incorporation ororganization; and that the execution and performance of this Agreement will notconflict with other agreements to which it is bound or violate applicable law.
Innabox represents and warrants that, undernormal authorized use in accordance with this Agreement, the Platform shallsubstantially perform in conformance with its Documentation. As the Customer'ssole and exclusive remedy and Innabox's sole liability for breach of thiswarranty, Innabox shall use commercially reasonable efforts to repair thePlatform and, if Innabox cannot do so within a reasonable time, not to exceed30 days, Customer may terminate this Agreement and receive a pro-rata refund ofany amounts pre-paid by Customer for the remaining unused period of the ServicePeriod. The warranty set forth shall not apply if the failure of the Platformresults from or is otherwise attributable to: (i) repair, maintenance ormodification of the Platform by persons other than Innabox or its authorizedcontractors; (ii) accident, negligence, abuse, or misuse of the Platform by Customeror its Authorized Users; (iii) use of the Platform other than in accordancewith the Documentation; and/or (iv) the combination of the Platform withequipment, content, technology, or software not authorized or provided by Innabox.Innabox shall not be liable for any inaccuracy in the Service output, Creative Components, and/ordelay and/or unavailability of the Platform or Service, caused due to (a)failure of Customer's Internet access or any public telecommunications network,shortage of adequate power or transportation facilities, (b) anyincompatibility between the Customer's systems and the Platform applianceand/or (c) maintenance within the Customer's systems affecting the operation ofthe Platform or Service.
12. Disclaimer
OTHER THAN AS EXPLICITLY STATED IN THISAGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, CREATIVECOMPONENTS, ITS RELATED SERVICES AND ANY CREATIVE CONTENT OR OUTPUT RESULTEDFROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS. INNABOX DOES NOT WARRANT THAT: (i) THE PLATFORM AND/OR THE SERVICE WILLMEET CUSTOMER'S REQUIREMENTS, OR (ii) THE PLATFORM WILL OPERATE ERROR-FREE OR WITHOUTINTERRUPTION. EXCEPT AS SET FORTH IN THIS AGREEMENT, INNABOX EXPRESSLYDISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDINGMERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR APARTICULAR PURPOSE. INNABOX SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES ANDREPRESENTATIONS MADE BY ANY PARTNER OR THIRD PARTY SERVICE TO CUSTOMER.
13. Limitations
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(A) EXCEPT FOR ANY DAMAGES RESULTING FROM CUSTOMER'SMISAPPROPRIATION OR OTHER VIOLATION OF INNABOX’S INTELLECTUAL PROPERTY RIGHTS(INCLUDING MISUSE OF THE SUBSCRIPTION BY CUSTOMER); NEITHER PARTY OR ITSAFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, ORCONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, ORDATA USE.
(B) EXCEPT FOR INNABOX'S CONFIDENTIALITYOBLIGATIONS UNDER SECTION 8, INDEMNIFICATION OBLIGATIONS UNDER SECTION14 AND/OR DAMAGES RESULTING FROM CUSTOMER'SMISAPPROPRIATION OR OTHER VIOLATION OF INNABOX’S INTELLECTUAL PROPERTY RIGHTS(INCLUDING MISUSE OF THE SUBSCRIPTION BY CUSTOMER); EITHER PARTY’S, INCLUDINGITS AFFILIATES’, MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TOTHIS AGREEMENT, INCLUDING ITS EXHIBITS, WHETHER IN CONTRACT OR TORT, OROTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTSACTUALLY PAID TO INNABOX BY CUSTOMER IN THE TWELVE (12) MONTH PERIODIMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. FOR CLARITYLIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO INNABOX UNDER THISAGREEMENT.
14. Indemnification
14.1. Customer will indemnify, defend, and hold Innaboxand its Affiliates and their officers, directors, agents, employees,advertisers, partners, contractors, cloud providers, successors, and assignsharmless from any claim, demand, action, proceeding, judgment, or liability(including legal and other professional fees) from a third-party claim arisingout of or related to Shared Content and/or Creative Context used or created by Customer(a) without the required permission(s), consent(s), right(s), or license(s), or(b) in a manner prohibited or restricted by this Agreement; (III) Customer’sviolation of applicable law; or (IV) breach by Customer of the AUP.
14.2. Innaboxagrees to defend, at its expense, any third party action or suit broughtagainst the Customer alleging that the Platform , when used as permitted underthis Agreement and each respective Order (as the case may be), infringesintellectual property rights of a third party (“IP Infringement Claim”);and Innabox will pay any damages awarded in a final judgment against the Customerthat are attributable to any such claim, or that are otherwise agreed in asettlement with the prior written consent of Innabox, provided that (i) the Customerpromptly notifies Innabox in writing of such claim; (ii) the Customer grants Innaboxthe sole authority to handle the defense or settlement of any such claim andprovides Innabox with all reasonable information and assistance, at Innabox’sexpense; and (iii) Customer refrains from admitting any liability or otherwisecompromising the defense in whole or in part, without the express prior writtenconsent of Innabox. If the Platform becomes, or in Innabox's opinion is likelyto become, the subject of an IP Infringement Claim, then Innabox may, at itssole discretion: (a) procure for the Customer the right to continue using thePlatform; (b) replace or modify the Platform to avoid the IP InfringementClaim; or (c) if options (a) and (b) cannot be accomplished despite Innabox'sreasonable efforts, then Innabox or Customer may terminate all affected Ordersand Innabox shall provide a pro-rata refund for any amount pre-paid by Customerfor the remaining unused period of the Service Period. Notwithstanding theforegoing, Innabox shall have no responsibility for IP Infringement Claimsresulting from or based on: (i) modifications to the Platform made by a partyother than Innabox or its designee; (ii) the Customer's failure to implementsoftware updates provided by Innabox specifically to avoid infringement; or(iii) combination or use of the Platform with equipment, devices, or softwarenot supplied by Innabox or not in accordance with the Documentation. ThisSection states Innabox’s entire liability, and Customer's exclusive remedy, forclaims or alleged or actual infringement.
Either Party mayterminate an Order and/or this Agreement for cause with immediate effect if (a)the other Party breaches any material term or condition of an Order and/or thisAgreement, and (b) such breach remains uncured thirty (30) days after thebreaching Party receives written notice thereof. Upon termination or expirationof this Agreement and/or an Order: (i) all rights granted to Customer in thePlatform shall expire, and Customer shall discontinue any further use andaccess thereof including, to the extent applicable, by returning any Innabox ConfidentialInformation; (ii) Customer shall immediately delete and dispose of all copiesof the Documentation in Customer’s or any of its representatives’ possession orcontrol. Customer shall be responsible for downloading its Creative Contentprior to termination of this Agreement.
16. Survival
Section 4 (Prohibited Uses), Section 1.3 (Customer Content), Section 7(Proprietary Rights), Section 8 (Confidentiality), Section 12 (Disclaimer), Section 13 (Limitations), Section 15 15(Termination), Section 14.1 (CustomerIndemnification), Section 22 (Audit), Section 20 (Customer Analytics), and Section 23Miscellaneous) shall survive termination or expiration of thisAgreement for any reason.
17. Support
17.1. Support. The term “Support”means, collectively, the Support Services, Training, and any other servicesacquired by Customer from Innabox, all of which are provided in accordancewith, and governed by, the terms and conditions of this Agreement. The type,term, and level of Support are as set forth in the applicable Order. Withrespect to the Service, the support and maintenance described below in Section xxx(“Support Services”) are provided during the Service Period. Geographiclimitations may apply. Unless otherwise agreed upon in writing by the partiesor expressly stated in the Documentation, Support Services will be provided inEnglish only.
17.2. SupportServices. Unless otherwise set forth in a Schedule, Innabox will provide thefollowing Support Services to Customer.
17.2.1. General. During the Service Period, Innaboxshall provide Customer with reasonable support for the person(s) designated by Customerthat may contact Innabox for Support Services (“Technical Support Contact(s)”).Customer may contact Innabox for Support Services Monday through Friday, 7 a.m.to 7 p.m. Pacific Standard Time, excluding Innabox holidays. Innabox shall usegood faith efforts to work with Customer during Customer’s normal businesshours in the time zone in which Customer is located to resolve any issuesraised by Customer. Customer may designate up to a maximum of two (2) TechnicalSupport Contacts and may change its designation of Technical Support Contact(s)upon written notice to Innabox.
17.2.2. Contacting Innabox. Customer’sTechnical Support Contact(s) may contact Innabox for Support Services bysubmitting a request via the internet-based support platform, which requiresregistration to use.
17.2.3. Customer’s Obligations. Customer isresponsible for: (a) preparing and maintaining their systems (e.g., multi-factor authentication) and facilities in accordance with the Documentation andspecifications of the appropriate suppliers; (b) securing all required permits,inspections, and licenses necessary to use the Service; (c) complying with allapplicable laws while using the Service; and (d) determining whether theService adheres to any applicable laws to which it subject. Customeracknowledges and agrees that Customer is solely responsible for the function,performance, and results achieved in using or accessing any Support Materialsthat Innabox may make available to Customer in connection with SupportServices.
17.3. SupplementalServices and Training. Supplemental Services and/or Training may bepurchased by Customer and provided by Innabox in accordance with an Order andany additional terms and conditions set forth in the applicable Order.
18. Fees
The Service areconditioned on Customer’s payment of the applicable fees as set forth in eachOrder (“Fees”) and Customer reserves the right, following at least 15days’ notice to Customer, to suspend access to the Service for non or latepayment. Except as set forth in this Agreement or a direct Order, all Fees andother amounts paid pursuant to this Agreement and an Order are non-refundableand without the right of set off. Unless otherwise specified in an Order: (i) Customerwill pay all amounts due under this Agreement in U.S. Dollars currency, (ii)Fees for the entire Service Period set out in the applicable Order are due atthe commencement of such Service Period and payable as described in the Order;(iii) all Fees are due and payable within thirty (30) days from of receipt the date of Innabox’s invoice; (iv) any amount not paid whendue shall accrue interest on a daily basis until paid in full at the lesser of:(a) the rate of on e and a half percent (1.5%) per month; or (b) the highestamount permitted by applicable law; and (iv) all amounts payable under eachOrder are exclusive of all sales, use, value-added, withholding, and otherdirect or indirect taxes, charges, levies and duties. Customer shall bear allvalue added, state, local, withholding, and other taxes or other chargesapplicable to the Service; provided that Innabox will be responsible for anytaxes imposed on Innabox’s income, assets and/or workforce.
19. Third Party Services.
Customeracknowledges that the Service may link to third party websites, applications orservices that are integrated, connected or relevant to the Service (“ThirdParty Service(s)”). Customer’s use of suchThird Party Services is optional. To use such features, Customer must eitherobtain access to the Third Party Service via the third party provider or permitInnabox to obtain access on Customer’s behalf. If Customer uses such Third Party Services, it acknowledges and agreesthat: (a) any link from the Service does not imply any Innabox endorsement,approval or recommendation of, or responsibility for, those Third PartyServices or their content or operators and the use of such Third Party Servicesare subject to the terms and conditions of the Third Party Services provider;(b) Customer may be required to grant Innabox access to its Third PartyServices account and/or to grant the Third Party Services provider access toits Innabox account; and (c) Customer Content may be transferred between Innaboxand the Third Party Services provider as required for the interoperation withthe Service. To the maximum extent permitted by law, Innabox shall not bear andexpressly disclaims all responsibility or liability of any kind relating tosuch Third Party Services, including, without limitation, for any disclosureof, access to, or other processing of Customer Content by Third Party Servicesproviders.
20. Customer Analytics
Customeracknowledges and agrees that Innabox may collect and process informationregarding the configuration, performance, security, access to and use of theService (“Customer Analytics”) for its internal business purposes includingfor identity verification, billing, providing support, investigation andprevention of system abuse, maintaining or improving the Service, communicatingwith Users and to fulfill legal obligations. To the extent such CustomerAnalytics contains any personal data, such as name and business contact detailsof Users, Innabox shall process such data in accordance with its then currentprivacy policy, available at https://www.innabox/privacy-policy (“PrivacyPolicy”). Notwithstanding the foregoing, nothing in this Agreement shallrestrict Innabox’s use of Customer Analytics that has been anonymized and/oraggregated, provided that such Customer Analytics does not in any way identifyand cannot be reasonably associated with Customer, its Affiliates, Users or anyindividuals connected to Customer or Customer Confidential Information.
21. Export Compliance
The Service may be subject toexport laws and regulations of the United States and other jurisdictions. Eachparty represents that it is not on any U.S. government denied-party list. Customerwill not permit any Authorized User to access or use any Service in a U.S.embargoed country or region (currently the Crimea, Luhansk or Donetsk regions,Cuba, Iran, North Korea, Sudan or Syria) or as may be updated from time totime, or in violation of any U.S. export law or regulation.
22. Audit
During theterm of this Agreement and for one (1) year thereafter, no more than once inany twelve (12) month period, Innabox may audit Customer’s use of the Service(“Audit”). An Audit willgenerally consist of Customer providing a system-generated deployment reportevidencing Customer’s deployment of the Service. Customer will reasonablycooperate with Innabox and any auditor retained by Innabox in the conduct ofthe Audit. Audits will be conducted during Customer’s normal business hours. Customerwill immediately remit payment for any Service deployed in excess of theService licenses purchased by Customer under this Agreement.
23. Miscellaneous
This Agreement,including any Order(s) and any exhibits attached or referred hereto, representsthe complete agreement concerning the subject matter hereof and may be amendedonly by a written agreement executed by both Parties. The failure of either Partyto enforce any rights granted hereunder or to take action against the otherParty in the event of any breach hereunder shall not be deemed a waiver by thatParty as to subsequent enforcement of rights or subsequent actions in the eventof future breaches. If any provision of this Agreement is held to beunenforceable, such provision shall be reformed only to the extent necessary tomake it enforceable. This Agreement represents the entire agreement of theParties with respect to the subject matter hereof, and supersedes and replacesall prior and contemporaneous oral or written understandings, agreements andstatements by the Parties with respect to such subject matter, including priornon-disclosure agreements or evaluation agreements. Without limiting thegenerality of the foregoing, this Agreement supersedes any terms or conditions(whether printed, hyperlinked, or otherwise) in any Customer's purchase orderor other standardized business forms, which purport to supersede, modify orsupplement this Agreement. Customer may not assign its rights or obligationsunder this Agreement without the prior written consent of Innabox which consentmay not be unreasonably withheld or delayed. Notwithstanding the foregoing,this Agreement may be assigned by either Party to its affiliate or inconnection with a merger, consolidation, sale of all of the equity interests ofthe Party, or a sale of all or substantially all of the assets of the Party towhich this Agreement relates. Subject to the foregoing, this Agreement will bebinding on the parties and their permitted successors and assigns. ThisAgreement shall be governed by and construed under the laws of the state of Californiawithout reference to principles and laws relating to the conflict of laws. Thecompetent courts of California shall have the exclusive jurisdiction withrespect to any dispute and action arising under or in relation to thisAgreement. Notwithstanding the foregoing, Innabox may seek injunctive or otherequitable relief in any court of competent jurisdiction worldwide. ThisAgreement does not, and shall not be construed to create any relationship,partnership, joint venture, employer-employee, agency, or franchisor-franchiseerelationship between the Parties. Innabox will not be liable for any delay orfailure to provide the Service resulting from circumstances or causes beyondthe reasonable control of Innabox including, but not limited to on account ofstrikes, shortages, riots, insurrection, fires, flood, storms, explosions, actsof God, war, government or quasi-governmental authorities actions, acts ofterrorism, earthquakes, power outages, pandemic or epidemic (or similarregional health crisis), or any other cause that is beyond the reasonablecontrol of Innabox. These terms may beamended by Innabox from time to time in its sole discretion.
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