Terms of Service
Innabox, Inc. DBA CharacterQuilt
Last Updated: October 2, 2024
CHARACTERQUILT CUSTOMER TERMS OF SERVICE
BY ACCESSING, INSTALLING OR USING THE SERVICE, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT THE PERSON ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF CUSTOMER REPRESENTS THAT HE OR SHE (1) HAS FULL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT; AND (2) HAS READ AND UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT. BY CLICKING THROUGH OR OTHERWISE ACCEPTING THIS AGREEMENT ELECTRONICALLY, INCLUDING BY ACCESSING, INSTALLING, OR USING THE SERVICE, CUSTOMER IS CONSENTING TO THE USE OF ELECTRONIC DELIVERY OF DOCUMENTS AND AN ELECTRONIC SIGNATURE, AND AGREES THAT SUCH ELECTRONIC SIGNATURE IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BINDING TO THE SAME EXTENT AS ORIGINAL SIGNATURES.
This CharacterQuilt Customer Terms of Service (the “Agreement”) is effective on the earlier of: the date of (i) the execution of an Order referencing this Agreement; or (ii) Customer’s use of the Services (the “Effective Date”), and is made by and between Innabox Inc. DBA CharacterQuilt, a company incorporated under the laws of the State 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 an order document issued by Innabox and agreed to by Customer for the applicable Service(s) granted under this Agreement (collectively, “Order”), and applicable laws and regulations. Each Order is hereby incorporated into this Agreement by reference. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and an Order, the former shall prevail (unless an Order specifically states otherwise). This Agreement shall enter into force and effect on the Effective Date and, unless earlier terminated in accordance with Section xxx remain in full force and effect until all Orders expire or are terminated (the “Service Period”).
Shared Content; Creative Components
When using the Services, the Customer may provide Innabox with questions, data, information, analysis, or any type of data queried or generated as a question (“Customer Content”). Customer Content belongs to Customer but shall only be provided to Innabox by Customer provided it belongs to Customer and Customer has all the requisite rights to provide the same to Innabox for the purposes defined herein. Customer hereby grants to Innabox a non-exclusive, worldwide, royalty-free right to use Customer Content solely to the extent necessary to perform its obligations under this Agreement. Such rights include permission for Innabox to access, store and organize, provide search capability, create and access metadata, create knowledge graphs, generate information around the Customer Content, and supply or connect Customer with artificial intelligence, machine learning or natural language processing algorithms, and models that Customer or Innabox may apply to the Customer Content shared in the Service (“Shared Content”). In order to access the Services, Customer consents for Innabox to use and share Customer Content as Shared Content with affiliates and any trusted third parties including but not limited to those listed at https://characterquilt.com/subprocessors.
Shared Content may be protected by the other party’s intellectual property rights. Customer warrants it has the authority and rights necessary to share, copy, upload, or otherwise download the Shared Content. In addition, any Shared Content generated using third-party AI models, including models from OpenAI, may be subject to sharing and use policies, with which Customer agrees to comply. In no way will Innabox be responsible for the Customer Content or other content that is stored within the scope of these Services.
Customer shall be solely responsible for the legality, reliability, integrity, accuracy and quality of all Shared Content. To the extent Shared Content contains any personally identifiable information, Customer warrants and represents that it has provided all appropriate notices, received the required consents or permits and/or have any and all ongoing legal bases, and has acted in compliance with applicable privacy laws and regulations, as to allow Innabox to use the Shared Content to perform the Services in accordance with this Agreement. To the extent applicable, the Parties shall comply with Innabox’s Data Processing Agreement (“DPA”), which is available at https://characterquilt.com/data-processing-agreement and forms an integral part of this Agreement.
Pursuant to the terms of this Agreement, Innabox allows Customer to access and retrieve market research through the internet-based service it provides (“Platform”) which includes Shared Content included from synthetic buyer personas that are compilations of Shared Content created in a manner to represent individuals fabricated by the Platform as representative of individuals that Customer would generally care about (“Persona(s)”). Each Persona is created from multiple live video stream or recorded interviews that are transcribed to create searchable reference data for the Platform (“Transcribed Interview(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 (“Collective Database”) or Exclusive Database, as the case may in an Order, our Service uses these to create synthetic Personas using retrieval augmented generation (”Synthetic Personas”) to allow Customers to access Transcribed Interviews across the Collective Database with multiple Synthetic Personas to create context with Shared Content using artificial intelligence and/or large language models provided by Innabox or by other licensors or third parties sourced by Innabox (“Creative Context”). As a part of the Service, Innabox offers the Platform to search the Persona(s), Transcribed Interviews, Collective Database, Exclusive database, and Synthetic Personas, all such components hereinafter maybe be collectively referred to as “Creative Components”.
Further, Innabox may rely on open-source models as part of the Service and may use a variety of sources to train aspects of the Creative Components, including but not limited to, all the contents of the internet or other content that may be protected under copyright or other intellectual property laws. Innabox is not responsible for any violation of copyright or other laws for use of Artificial intelligence or large language models, 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 sole and exclusive risk of Customer.
Subscription
Subject to the terms 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, and Creative Components made Generally Available by Innabox and provided by or on behalf of Innabox to Customer in connection with this Agreement, as may be updated by Innabox from time to time in accordance with the Documentation for Customer’s internal business use only during the applicable Service Period (collectively “Service”). The term “Service” Innabox’s then-current technical documentation and/or blog content labeled as “Customer Guides” and made available by Innabox in English] for use of the Service, as updated from time to time by Innabox in its discretion (the “Documentation”). During the Service Period, Innabox may also provide 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 Period only as needed for Customer to use the Service. The term “Generally Available” or “GA” means a production version of the Service made available to all Innabox Customers.
Authorized Users
The Platform may be accessed solely by Customer or its Affiliates' employees or service providers who are explicitly authorized by Customer in accordance with the terms of this Agreement to use the Platform (each, a “Authorized User”). Customer will (i) ensure that Authorized Users always comply with the terms of this Agreement including Innabox’s Acceptable Use Policy (“AUP”) found here at https://characterquilt.com/acceptable-use-policy (ii) maintain the confidentiality and security of their Innabox account credentials, and (iii) be fully responsible and liable for any acts or omissions by its Authorized User. Customer must promptly notify Innabox upon becoming aware of any unauthorized access to or use of the Platform.
Prohibited Uses
Except as specifically permitted herein, without the prior written consent of Innabox, Customer shall not knowingly, and shall not knowingly allow any Authorized User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, or distribute any part of the Service (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with any third party; (iii) disclose the results of any testing or benchmarking of the Service to any third party; (iv) disassemble, decompile, reverse engineer or attempt to discover the Service source code or underlying algorithms; (v) use the Service for any use in competition with or with the intent to develop or compete with Innabox’s Services; (viv) use the Service in a manner that violates or infringes any rights of any third party; (vii) remove or alter any trademarks or other proprietary notices related to the Service; or (vii) circumvent, disable or otherwise interfere with security-related features of the Service, or features that enforce use limitations.
License Metrics
Customer understands that its Subscription License and related Fees are based on the License Metrics specified in the Order for the applicable portion of the Service, Platform and/or each Creative Components on an individual Authorized User basis, which represent minimum and maximum amounts that Customer has committed to for the Service Period. There shall be no fee adjustments or refunds for any decreases in usage or License Metrics during the Service Period. Additional License Metrics must be purchased in the event usage or actual metrics, as applicable, exceed the License Metrics specified in the Order.
Affiliates
The term “Affiliate” means an entity that is controlled by, controls, or is under common control of a party, where “control” means the ownership, in the case of a corporation, of more than fifty percent (50%) of the voting securities in such corporation or, in the case of any other entity, the ownership of a majority of the beneficial or voting interest of such entity. Customer may allow its Affiliate(s) to use the Service and Consortium Materials provided that (a) the Affiliate only uses the Service and Consortium Materials for Customer’s or Affiliate’s internal business purposes in accordance with the License Metrics set forth in the applicable Order subject to the terms and conditions of this Agreement and (b) Customer is responsible for and remains liable for the Affiliate’s use of the Service and Consortium Materials in compliance with the terms and conditions of this Agreement.
Proprietary Rights
All right, title, and interest, including any intellectual 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 and derivative works thereof) and any other products, deliverables, or services provided by Innabox; are and shall remain owned solely by Innabox or its licensors. This Agreement does not convey to Customer any interest in or to the Service other than a limited right to use the Service in accordance with Section 2. Nothing herein constitutes a waiver of Innabox’s intellectual property rights under any law.
Innabox reserves all rights not expressly granted herein to the Service. If Innabox receives any feedback (whether orally or in writing) (e.g., questions, comments, suggestions or the like) regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Innabox and that such shall be considered Innabox’s Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to Innabox all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Innabox at its sole discretion, and that Innabox in no way shall be obliged to make use of any kind of the Feedback or any part thereof.
As between the parties, Customer owns and retains all right, title and interest (including all intellectual property rights) in and to any Customer Content that originates, resides on, is otherwise processed through or derived from Customer and processed by Innabox on behalf of Customer in the provision of the Services. Customer shall be solely responsible for the legality, reliability, integrity, accuracy, and quality of all Customer Content. Customer hereby grants to Innabox a non-exclusive, worldwide, royalty free right and license to use Customer Content solely to the extent necessary to perform its obligations under this Agreement.
Confidentiality
Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). The receiving Party will use the same standard of care to protect the disclosing Party’s Confidential Information as it uses to protect its own Confidential Information, but no less than reasonable care. The receiving Party’s obligations under this Section, with respect to any Confidential Information of the disclosing Party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving Party at the time of disclosure by the disclosing Party; (b) was disclosed to the receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving Party has become, generally available to the public; or (d) was independently developed by the receiving Party without access to, or use of, the disclosing Party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement. The receiving Party shall only permit access to the disclosing Party's Confidential Information to its and/or its Affiliates’ respective employees, consultants, affiliates, service providers, agents, and subcontractors having a need to know such information, and who are bound by at least equivalent obligations of confidentiality and non-disclosure as those under this Agreement (such recipients being “Authorized Recipients”). The receiving Party is responsible for the compliance of its Authorized Recipients with the confidentiality and non-disclosure obligations of this Agreement. The receiving Party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that, to the extent permitted by applicable law, it notifies the disclosing Party of such required disclosure to enable disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Notwithstanding the foregoing, each Party can disclose the terms and existence of this Agreement to third parties in connection with a due diligence subject to such third parties being bound by at least equivalent obligations of confidentiality and non-disclosure as those under this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
Evaluation
This Section only applies to any Service provided by Innabox free of charge for evaluation or lab development (collectively, “Evaluation Service(s)”). Subject to Section 4 (Prohibited Use), Innabox grants to Customer a non-transferable, non-exclusive limited license to use the Evaluation Service(s) for its internal lab development, demonstration, evaluation, training, and testing only. The term of this license is for the term set forth on the applicable license key notice email or Order, or if no term is described, a period of thirty (30) days following delivery of the Evaluation Service(s) (“Evaluation Period”). Innabox may extend the Evaluation Period in writing at its discretion. Unless otherwise agreed in writing by Innabox, Customer agrees to use the Evaluation Service(s) in a non-production environment. 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 EXTENT PERMITTED BY LAW, INNABOX’S TOTAL AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS IS EXPRESSLY LIMITED TO FIVE HUNDRED DOLLARS ($500) FOR ANY AND ALL DAMAGES REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY. Because the Evaluation Service(s) are provided “AS-IS,” INNABOX is not obligated to provide support for them. Innabox may receive service credits from its subprocessors in association with the Evaluation Service. This Section supersedes any inconsistent term in the Agreement for purposes of the Evaluation Service(s).
Mutual Representation
Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
Limited Warranties
Innabox represents and warrants that, under normal authorized use in accordance with this Agreement, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Innabox's sole liability for breach of this warranty, Innabox shall use commercially reasonable efforts to repair the Platform and, if Innabox cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Service Period. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform by persons other than Innabox or its authorized contractors; (ii) accident, negligence, abuse, or misuse of the Platform by Customer or its Authorized Users; (iii) use of the Platform other than in accordance with the Documentation; and/or (iv) the combination of the Platform with equipment, 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/or delay 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) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform or Service.
Disclaimer
OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, CREATIVE COMPONENTS, ITS RELATED SERVICES AND ANY CREATIVE CONTENT OR OUTPUT RESULTED FROM 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 WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE PLATFORM WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. EXCEPT AS SET FORTH IN THIS AGREEMENT, INNABOX EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. INNABOX SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER OR THIRD PARTY SERVICE TO CUSTOMER.
Limitations
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(A) EXCEPT FOR ANY DAMAGES RESULTING FROM CUSTOMER'S MISAPPROPRIATION OR OTHER VIOLATION OF INNABOX’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE SUBSCRIPTION BY CUSTOMER); NEITHER PARTY OR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE.
(B) EXCEPT FOR INNABOX'S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 AND/OR DAMAGES RESULTING FROM CUSTOMER'S MISAPPROPRIATION OR OTHER VIOLATION OF INNABOX’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE SUBSCRIPTION BY CUSTOMER); EITHER PARTY’S, INCLUDING ITS AFFILIATES’, MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ITS EXHIBITS, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO INNABOX BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. FOR CLARITY LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO INNABOX UNDER THIS AGREEMENT.
Indemnification
Customer will indemnify, defend, and hold Innabox and its Affiliates and their officers, directors, agents, employees, advertisers, partners, contractors, cloud providers, successors, and assigns harmless from any claim, demand, action, proceeding, judgment, or liability (including legal and other professional fees) from a third-party claim arising out 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’s violation of applicable law; or (IV) breach by Customer of the AUP.
Innabox agrees to defend, at its expense, any third party action or suit brought against the Customer alleging that the Platform , when used as permitted under this Agreement and each respective Order (as the case may be), infringes intellectual property rights of a third party (“IP Infringement Claim”); and Innabox will pay any damages awarded in a final judgment against the Customer that are attributable to any such claim, or that are otherwise agreed in a settlement with the prior written consent of Innabox, provided that (i) the Customer promptly notifies Innabox in writing of such claim; (ii) the Customer grants Innabox the sole authority to handle the defense or settlement of any such claim and provides Innabox with all reasonable information and assistance, at Innabox’s expense; and (iii) Customer refrains from admitting any liability or otherwise compromising the defense in whole or in part, without the express prior written consent of Innabox. If the Platform becomes, or in Innabox's opinion is likely to become, the subject of an IP Infringement Claim, then Innabox may, at its sole discretion: (a) procure for the Customer the right to continue using the Platform; (b) replace or modify the Platform to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Innabox's reasonable efforts, then Innabox or Customer may terminate all affected Orders and Innabox shall provide a pro-rata refund for any amount pre-paid by Customer for the remaining unused period of the Service Period. Notwithstanding the foregoing, Innabox shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Platform made by a party other than Innabox or its designee; (ii) the Customer's failure to implement software updates provided by Innabox specifically to avoid infringement; or (iii) combination or use of the Platform with equipment, devices, or software not supplied by Innabox or not in accordance with the Documentation. This Section states Innabox’s entire liability, and Customer's exclusive remedy, for claims or alleged or actual infringement.
Termination
Either Party may terminate 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 this Agreement, and (b) such breach remains uncured thirty (30) days after the breaching Party receives written notice thereof. Upon termination or expiration of this Agreement and/or an Order: (i) all rights granted to Customer in the Platform shall expire, and Customer shall discontinue any further use and access thereof including, to the extent applicable, by returning any Innabox Confidential Information; (ii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer’s or any of its representatives’ possession or control. Customer shall be responsible for downloading its Creative Content prior to termination of this Agreement.
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(Termination), Section 14.1 (Customer Indemnification), Section 22 (Audit), Section 20 (Customer Analytics), and Section 23Miscellaneous) shall survive termination or expiration of this Agreement for any reason.
Support
Support. The term “Support” means, collectively, the Support Services, Training, and any other services acquired by Customer from Innabox, all of which are provided in accordance with, 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. With respect to the Service, the support and maintenance described below in Section xxx (“Support Services”) are provided during the Service Period. Geographic limitations may apply. Unless otherwise agreed upon in writing by the parties or expressly stated in the Documentation, Support Services will be provided in English only.
Support Services. Unless otherwise set forth in a Schedule, Innabox will provide the following Support Services to Customer.
General. During the Service Period, Innabox shall provide Customer with reasonable support for the person(s) designated by Customer that 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 use good faith efforts to work with Customer during Customer’s normal business hours in the time zone in which Customer is located to resolve any issues raised by Customer. Customer may designate up to a maximum of two (2) Technical Support Contacts and may change its designation of Technical Support Contact(s) upon written notice to Innabox.
Contacting Innabox. Customer’s Technical Support Contact(s) may contact Innabox for Support Services by submitting a request via the internet-based support platform, which requires registration to use.
Customer’s Obligations. Customer is responsible for: (a) preparing and maintaining their systems (e.g., multi- factor authentication) and facilities in accordance with the Documentation and specifications of the appropriate suppliers; (b) securing all required permits, inspections, and licenses necessary to use the Service; (c) complying with all applicable laws while using the Service; and (d) determining whether the Service adheres to any applicable laws to which it subject. Customer acknowledges and agrees that Customer is solely responsible for the function, performance, and results achieved in using or accessing any Support Materials that Innabox may make available to Customer in connection with Support Services.
Supplemental Services and Training. Supplemental Services and/or Training may be purchased by Customer and provided by Innabox in accordance with an Order and any additional terms and conditions set forth in the applicable Order.
Fees
The Service are conditioned on Customer’s payment of the applicable fees as set forth in each Order (“Fees”) and Customer reserves the right, following at least 15 days’ notice to Customer, to suspend access to the Service for non or late payment. Except as set forth in this Agreement or a direct Order, all Fees and other amounts paid pursuant to this Agreement and an Order are non-refundable and without the right of set off. Unless otherwise specified in an Order: (i) Customer will 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 at the 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 when due 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 highest amount permitted by applicable law; and (iv) all amounts payable under each Order are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. Customer shall bear all value added, state, local, withholding, and other taxes or other charges applicable to the Service; provided that Innabox will be responsible for any taxes imposed on Innabox’s income, assets and/or workforce.
Third Party Services.
Customer acknowledges that the Service may link to third party websites, applications or services that are integrated, connected or relevant to the Service (“Third Party Service(s)”). Customer’s use of such Third Party Services is optional. To use such features, Customer must either obtain access to the Third Party Service via the third party provider or permit Innabox to obtain access on Customer’s behalf. If Customer uses such Third Party Services, it acknowledges and agrees that: (a) any link from the Service does not imply any Innabox endorsement, approval or recommendation of, or responsibility for, those Third Party Services or their content or operators and the use of such Third Party Services are subject to the terms and conditions of the Third Party Services provider; (b) Customer may be required to grant Innabox access to its Third Party Services account and/or to grant the Third Party Services provider access to its Innabox account; and (c) Customer Content may be transferred between Innabox and the Third Party Services provider as required for the interoperation with the Service. To the maximum extent permitted by law, Innabox shall not bear and expressly disclaims all responsibility or liability of any kind relating to such Third Party Services, including, without limitation, for any disclosure of, access to, or other processing of Customer Content by Third Party Services providers.
Customer Analytics
Customer acknowledges and agrees that Innabox may collect and process information regarding the configuration, performance, security, access to and use of the Service (“Customer Analytics”) for its internal business purposes including for identity verification, billing, providing support, investigation and prevention of system abuse, maintaining or improving the Service, communicating with Users and to fulfill legal obligations. To the extent such Customer Analytics contains any personal data, such as name and business contact details of Users, Innabox shall process such data in accordance with its then current privacy policy, available at https://www.innabox/privacy-policy (“Privacy Policy”). Notwithstanding the foregoing, nothing in this Agreement shall restrict Innabox’s use of Customer Analytics that has been anonymized and/or aggregated, provided that such Customer Analytics does not in any way identify and cannot be reasonably associated with Customer, its Affiliates, Users or any individuals connected to Customer or Customer Confidential Information.
Export Compliance
The Service may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not on any U.S. government denied-party list. Customer will 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 to time, or in violation of any U.S. export law or regulation.
Audit
During the term of this Agreement and for one (1) year thereafter, no more than once in any twelve (12) month period, Innabox may audit Customer’s use of the Service (“Audit”). An Audit will generally consist of Customer providing a system-generated deployment report evidencing Customer’s deployment of the Service. Customer will reasonably cooperate with Innabox and any auditor retained by Innabox in the conduct of the Audit. Audits will be conducted during Customer’s normal business hours. Customer will immediately remit payment for any Service deployed in excess of the Service licenses purchased by Customer under this Agreement.
Miscellaneous
This Agreement, including any Order(s) and any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings, agreements and statements by the Parties with respect to such subject matter, including prior non-disclosure agreements or evaluation agreements. Without limiting the generality of the foregoing, this Agreement supersedes any terms or conditions (whether printed, hyperlinked, or otherwise) in any Customer's purchase order or other standardized business forms, which purport to supersede, modify or supplement this Agreement. Customer may not assign its rights or obligations under this Agreement without the prior written consent of Innabox which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party to its affiliate or in connection with a merger, consolidation, sale of all of the equity interests of the Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. Subject to the foregoing, this Agreement will be binding on the parties and their permitted successors and assigns. This Agreement shall be governed by and construed under the laws of the state of California without reference to principles and laws relating to the conflict of laws. The competent courts of California shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. Notwithstanding the foregoing, Innabox may seek injunctive or other equitable relief in any court of competent jurisdiction worldwide. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Innabox will not be liable for any delay or failure to provide the Service resulting from circumstances or causes beyond the reasonable control of Innabox including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Innabox. These terms may be amended by Innabox from time to time in its sole discretion.