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Terms of Service

 

Terms of Service for Customers

Last Updated: April 7, 2026

Please read these Terms of Service carefully (“Terms”). These Terms are provided by IdeaBoxAI, Inc., (“IdeaBoxAI”, “we”, “our” and “us”) and govern and apply to your access and use of any of IdeaBoxAI products and services that are defined hereinbelow, which are made available via our mobile application and/or website [https://ideabox.on-forge.com/] (as and when applicable) (collectively, the “Platform”/ “IdeaBoxAI Platform”). References in these Terms to “Customer” “you” or “your” or “Users” refer to both you and any person and or entity on whose behalf you act, if any. By accessing or using our Platform and various products and services offered therein (“Services”), you agree to be bound to all the terms and conditions described in these Terms along with our Terms. If you do not agree to all these terms and conditions, you may not access or use any portion of the Platform or our Services in any manner, for any purpose. Use of the Platform and/or our Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms.

These Terms may be referenced and linked through (i) order form(s); or (ii) purchase order(s); or (iii) through subscription by way of directly signing up through the Platform, (collectively “Orders”) and the terms of such Orders are incorporated herein by way of reference. In the event, a purchase order is required to be released by a Customer which has different terms than as stated here, then, the Terms herein shall supersede the terms of such purchase order.

We reserve the right, at our discretion, to modify, replace, update or change any of these Terms or change, suspend, or discontinue any services on the Platform (including the availability of any feature, database, or content) at any time and for any reason. IdeaBoxAI shall not be liable to you for any such modification, replacement, suspension or discontinuation of your rights to access and use the Platform. However, if we make any material changes to these Terms, we will update the “Last Updated” date set forth at the beginning of these Terms, and we will notify you by e-mail, post a notice on our home page, or alert you to such changes by other similar means. You may choose to deregister from the Platform in the event you do not agree with any such changes. We may also impose limits on certain features of the Platform or restrict your access to all or part of the Services without notice or liability. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services, you agree to accept all such revisions, and any updates or revisions to these Terms.

The Platform and the Services provided herein are provided only any user who is not considered a minor in the country in which they reside (often under the age of 18). If We find that a User is a minor, we will in our discretion deactivate the account.

Terms and Conditions

1. Platform, Access Grant:

a. IdeaBoxAI will use commercially reasonable efforts to make IdeaBoxAI’s proprietary Platform that allows you to build multi-agent automations using AI based technology available to Customer and Customer’s Affiliates (as defined below). Subject to these Terms, IdeaBoxAI hereby grants Customer and Customer’s Affiliates the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term (as defined below) (“License”). For the purposes of these Terms, “Affiliate” means any legal entity of which Customer owns, directly or indirectly, fifty percent (50%) or more of the voting stock or other equity interest which provide Customer the control to direct the Affiliate’s compliance with these Terms. Any such entity controlled by Customer will be considered an Affiliate for only such time as such voting stock or other controlling equity interest is maintained.

b. IdeaBoxAI reserves the right to make changes, modifications, updates, or upgrades (“Updates”) to the Products during the Term of the Order. An Update may be: (1) an improvement to the base underlying model or functionality of the Product or additional functionality (“Feature Update”) or (2) a patch designed to correct an error or address a known security vulnerability or defect in the Product (“Operational Update”). Customer may choose to receive and implement Feature Updates, provided that Customer acknowledges certain functionality, and features will require their implementation. Customer must receive and promptly implement Operational Updates.

c. Customer agrees to allow IdeaBoxAI, or its authorized agent, to audit Customer’s use of the Products. IdeaBoxAI will provide Customer with at least 15 days' advance notice prior to the audit, and the audit will be conducted during normal business hours. IdeaBoxAI will bear all out-of-pocket costs incurred for the audit, unless the audit reveals that Customer has exceeded the usage as per the Order. Customer will provide reasonable assistance, cooperation, and access to relevant information during any audit at Customer’s own cost.

2. Restrictions and Responsibilities. Customer will not provide access to the Platform except to its and any of its Affiliates’ employees, contractors and consultants who assist in managing and/or servicing the Platform/ Services of Customer or any Customer Affiliate (“Authorized Users”). For clarity, the employees, contractors and consultants who assist in managing and/or servicing Platform/Services of any Customer Affiliate are no longer Authorized Users immediately upon such time as the applicable entity no longer meets the definition of “Affiliate”. Customer is and will be liable for the acts or omissions of its Affiliates and its Authorized Users in violation of these Terms as if they were “Customer” hereunder. Customer will not, and will not permit any Authorized User to, use the Platform for any purpose other than the purposes expressly set forth herein. Customer will not, and will not permit any Authorized User to, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; (b) modify, translate, or create derivative works based on the Platform; (c) use the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than an Authorized User); (d) remove any proprietary notices or labels; or (e) use the Platform to develop or improve a product or service that is competitive to the Platform. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including modems, hardware, server, software, operating system, networking, web servers and the like. Customer will also be responsible for maintaining the confidentiality of Customer’s and its Authorized Users’ usernames, passwords and account details, and for any actions taken by parties with access to such usernames and passwords. Customer will not, and will ensure that its Authorized Users do not, disclose such usernames and passwords to any third parties (other than Authorized Users). Customer will inform IdeaBoxAI immediately if it discovers that any such username and/or password has been disclosed or made available to a third party, or that any unauthorized third party is otherwise accessing or using the Platform. Without limiting any other rights or remedies set forth herein or available pursuant to law, IdeaBoxAI may immediately suspend Customer’s or any Authorized User’s access to the Platform if Customer is in breach of any term or condition of these Terms.

3. License to Customer Data. Customer hereby grants to IdeaBoxAI a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors, consultants and service providers of IdeaBoxAI), non- transferable (subject to the terms hereof) right and license to copy, distribute, display, create derivative works of and otherwise use the data and information (a) uploaded, input or otherwise made available by or on behalf of Customer or any Customer Affiliate to or through the IdeaBoxAI Platform, including through the Third Party Services (as defined below) and (b) the Outputs (as defined below) (the “Customer Data”) to (i) provide the IdeaBoxAI Platform and otherwise perform IdeaBoxAI obligations under these Terms, (ii) improve and develop products and services, including by training and developing models and/or algorithms, and (iii) create aggregated and/or anonymized data (“Aggregated Data”). For the avoidance of doubt, Aggregated Data is not Customer Data.

4. Feedback. Customer or any Customer Affiliate may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to IdeaBoxAI with respect to the IdeaBoxAI Platform. IdeaBoxAI will have full discretion to determine whether to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to IdeaBoxAI a royalty-free, fully paid up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. Customer acknowledges and agrees that Feedback is not Confidential Information (as defined below).

5.  Evaluation Services. From time to time, each of Customer and Customer Affiliates may be invited to try certain services at no charge for a free pilot period or if such services are not generally available to customers (collectively, “Evaluation Services”). Evaluation Services will be designated as beta, pilot, evaluation, trial, limited release or the like. In the event Customer’s or any Customer Affiliates’ initial use of the IdeaBoxAI Platform will be pursuant to a free pilot period (the “Pilot Period”), the duration of the Pilot Period and the properties of Customer and any Customer Affiliate that will be included in connection with the use of the IdeaBoxAI Platform during the Pilot Period will be included in the Order Form (provided, that, if the Parties have entered into a separate agreement for a pilot period, the terms of such agreement shall govern such pilot period and these Terms will govern the use of the IdeaBoxAI Platform and any Evaluation Services made available thereafter). For the avoidance of doubt, the provision of the IdeaBoxAI Platform by IdeaBoxAI during the Pilot Period (if any) is deemed “Evaluation Services” hereunder. Evaluation Services are for Customer’s internal evaluation purposes only and, notwithstanding anything to the contrary set forth herein, are provided “as is” without warranty of any kind and may be subject to additional terms. IdeaBoxAI may discontinue Evaluation Services at any time in its sole discretion and may never make them generally available. IdeaBoxAI will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.

6. Third Party Services. The IdeaBoxAI Platform may enable access to or integration with certain third party services, products, solutions, software, application programming interfaces and/or other technology which are currently or may be in the future utilized by Customer and with respect to which Customer has a separate contractual relationship with the applicable third party (collectively, the “Third Party Services”). The Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and Customer may be required to authenticate to or create separate accounts to use Third Party Services. Some Third-Party Services may provide IdeaBoxAI with access to certain information that Customer or a Customer Affiliate has provided to such Third-Party Services. Any data, information or other materials related to Customer or a Customer Affiliate collected via or received by IdeaBoxAI from any Third-Party Service will be deemed Customer Data. IdeaBoxAI has no control over and is not responsible for such Third-Party Services, including the accuracy, availability, reliability or completeness of information shared by or available through the Third-Party Services, or on the privacy practices of the Third Party Services. IdeaBoxAI will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. Any dealings Customer has with third parties while using the IdeaBoxAI Platform are between Customer and the third party. IdeaBoxAI is not liable for any loss caused by or claim that may have against any such third party or that arise under Customer’s agreements with any such third party.

7.  Service Levels; Support. IdeaBoxAI will use reasonable efforts consistent with prevailing industry standards to provide the IdeaBoxAI Platform in a manner that minimizes errors and interruptions in accessing the IdeaBoxAI Platform. The IdeaBoxAI Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by IdeaBoxAI or by third-party providers, or because of other causes beyond IdeaBoxAI reasonable control, but IdeaBoxAI will use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption within IdeaBoxAI control.

8.  Ownership; Reservation of Rights. As between the Parties, IdeaBoxAI retains all right, title and interest in and to the IdeaBoxAI Platform and all associated intellectual property rights. IdeaBoxAI grants no, and reserves all, rights with respect to the IdeaBoxAI Platform other than the rights expressly granted to Customer under these Terms. As between the Parties, Customer retains all right, title and interest in and to the Customer Data. Customer grants no, and reserves all, rights with respect to the Customer Data, other than the rights expressly granted to Customer under these Terms.

9.   Fees; Payment Terms.

a.  Fees. Customer will pay to IdeaBoxAI the fees set forth in the Order in accordance with the payment terms set forth therein and herein. IdeaBoxAI may increase prices for any Renewal Term (as defined below) by providing Customer notice of the price increase at least thirty (30) days prior to the end of the then-current term.

b. Payment Terms. Payment obligations are non-cancelable, and all fees paid are non-refundable. Past due amounts shall bear a late payment charge, until paid, at the rate of one- and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. If the Order Form requires that IdeaBoxAI invoice Customer for any fees, Customer will pay all such invoiced amounts within thirty (30) days of receipt of the applicable invoice.

c. Net of Taxes. All amounts payable by Customer to IdeaBoxAI hereunder are exclusive of any sales, use and other taxes or duties, however designated, including withholding taxes, excise, sales, use, value- added and property taxes (collectively, “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of IdeaBoxAI. Customer will not withhold any Taxes from any amounts due IdeaBoxAI.

10.  Term; Termination.

 a. Terms, Termination: These Terms are effective for as long as Customer or an Authorized User has an agreement with IdeaBoxAI to make the IdeaBoxAI Platform available, including for the duration of a Pilot Period (if any) and the initial term set forth in the Order Form (the “Initial Term”), unless otherwise earlier terminated in accordance with these Terms. Thereafter, these Terms will automatically renew for renewal terms of equal duration (each, a “Renewal Term” and, together with the Pilot Period (if any) and the Initial Term, the “Term”), unless either Party provides written notice of termination during the Pilot Period (as set forth below) or written notice of non-renewal during the Initial Term or any Renewal Term to the other Party at least thirty (30) days prior to the end of the then- current term. Either Party may terminate these Terms for any or no reason during the Pilot Period, upon written notice to the other Party. At any time during the Term, either Party may terminate these Terms immediately by providing a written notice to the other Party if that other Party has breached any of its material obligations and has not fully cured the breach within thirty (30) days after it has been given an initial written notice specifying the breach.

 b. Effect of Termination. If these Terms are terminated for any reason, (a) all rights granted to Customer with respect to the IdeaBoxAI Platform will immediately terminate and (b) Customer will (i) cease use of the IdeaBoxAI Platform, and (ii) pay to IdeaBoxAI all amounts due and owing under these Terms. In addition, upon expiration or termination of these Terms, each Party will return to the other, or destroy, all the Confidential Information and all copies or other tangible embodiments thereof.

 c.  Survival. Upon expiration or termination of these Terms, all obligations in these Terms will terminate, if that by their nature shall survive the termination and/or expiry of these Terms.  

11.  Confidentiality, non-disclosure.

 a. “Confidential Information” means, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a Party (the “Discloser”) to the other Party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified.

b.  Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.

c. The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees, contractors, consultants and service providers who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees, consultants, contractors and service providers are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in these Terms. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of these Terms.

d. Disclosures Required by Law. In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.

e. Data Privacy and Security:

                   i.      Data Protection: IdeaBoxAI will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data.

                   ii.     Data Usage for AI Improvement: Customer acknowledges and agrees that IdeaBoxAI may use Customer Data, aggregated and anonymized, for the purpose of improving, training, and developing its AI models and other products and services, provided that such use does not identify Customer or its individual users. Where Customer Content is directly used to train models, specific agreements or opt-in mechanisms will be utilized.

                  iii.     Compliance: Both parties agree to comply with applicable data protection and privacy laws in their respective roles. Each party will implement and maintain commercially reasonable security measures for its computer systems and information storage facilities designed to protect the Products and any personally identifiable information that it controls, processes, or transmits under these Terms.

12.  Representations and Warranties; Disclaimer.

a. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into the Order, these Terms and to perform its obligations hereunder, (b) the execution of the Order, and acceptance of the Terms and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) these Terms constitutes a legal, valid and binding obligation when signed by both Parties.

b.  Customer Representations and Warranties. Customer represents and warrants that it has the legal authority and all rights necessary to provide the Customer Data to IdeaBoxAI hereunder, and Customer’s provision of the Customer Data to IdeaBoxAI hereunder does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations Customer has to any third party or any other rights of any third party or any applicable law, rule or regulation. Any registration information provided to IdeaBoxAI to open an account must be accurate, current, and complete. Customer is responsible for all actions taken through Customer’s accounts.

c. DISCLAIMERS. Except as expressly set forth herein, the IdeaBoxAI platform is provided on an “as-is” basis and IdeaBoxAI disclaims any additional representation or warranty of any kind, whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever. IdeaBoxAI expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement. IdeaBoxAI does not warrant that the IdeaBoxAI platform is error-free or that operation of the IdeaBoxAI platform will be secure or uninterrupted.

13.  Use of Artificial Intelligence.

a.  Customer acknowledges and agrees that the IdeaBoxAI Platform includes and integrates with proprietary and/or third-party advanced technologies, such as artificial intelligence, machine learning systems and similar technology and features (collectively, “AI Technology”) and each of Customer and Customer’s Affiliates can use AI Technology to, among other things, build multi- agent automations. Customer acknowledges and agrees that, in addition to the other limitations and restrictions set forth in these Terms: Customer and each Customer Affiliate will use discretion and independent judgment before relying on, sharing or otherwise using the responses or other content generated by the AI Technology and provided to Customer or any Customer Affiliate through the IdeaBoxAI Platform (“Outputs”) or relying on any actions taken by the AI Technology on behalf of Customer, and will monitor and track any such actions to ensure they are appropriate.

b. AI Technology is based on predefined rules and algorithms, and the Outputs may not necessarily be unique from outputs generated, created, enhanced or modified by other users of the IdeaBoxAI Platform.

c.  While all efforts are made to ensure that the AI Technology is bias free, we cannot guarantee that AI Technology is free of any bias, and the AI Technology can perpetuate biases that are present in the data used to train them, which can result in Outputs that are discriminatory or offensive AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making.

d. AI Technology may misunderstand or misinterpret Customer’s queries or other instructions; and Outputs can lack the personal touch that comes with content created by humans, which can make them seem cold and impersonal.

e. Customer shall not use the Software or AI Agents in any applications where the failure or inaccuracy of the AI Agents could lead to death, personal injury, or severe physical or environmental damage. IdeaBoxAI assumes no liability in this case 

f.  Notwithstanding anything to the contrary in these Terms, IdeaBoxAI bears no liability to Customer, any Customer Affiliate or anyone else arising from or relating to Customer’s or any Customer Affiliate’s use of any of the Outputs or any actions taken by the AI Technology in connection with Customer’s use thereof.

14.   LIMITATIONS OF LIABILITY.

Except for liability arising from (a) customer’s breach of section titled restrictions and responsibilities above or (b) customer’s breach of confidentiality, in no event will either party be liable to the other for any special, indirect, reliance, incidental or consequential damages of any kind, lost or damaged data, lost profits or lost revenue, whether arising in contract, tort (including negligence), or otherwise, even if a party has been notified of the possibility thereof.

Except for liability arising from (a) customer’s breach of section titled restrictions and responsibilities above, (b) customer’s breach of confidentiality, (c) customer’s indemnification obligations set forth in these terms, or (d) customer’s payment obligations hereunder, under no circumstances will either party’s liability for all claims arising under or relating to this agreement (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the aggregate fees paid and payable by customer to IdeaBoxAI under this agreement during the twelve (12) months preceding the claim. This limitation of liability is cumulative and not per incident.

Each provision of this agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this agreement between the parties. Each of these provisions is severable and independent of all other provisions of this agreement, and each of these provisions will apply even if they have failed of their essential purpose.

15.  INDEMNIFICATION.

a.  Indemnification by IdeaBoxAI. IdeaBoxAI will indemnify, defend and hold Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) harmless from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party by the Customer Indemnified Parties (including reasonable attorneys’ fees) arising from any claim, demand or action by a third party that the IdeaBoxAI Platform infringes or misappropriates any United States copyright or trade secret (except for claims for which IdeaBoxAI is entitled to indemnification under Section 14 in which case IdeaBoxAI will have no indemnification obligations with respect to such claim). IdeaBoxAI will have no liability or obligation under this Section 15 (a) with respect to any Liability if such Liability is caused in whole or in part by: (a) modification of the IdeaBoxAI Platform by any party other than IdeaBoxAI; (b) the combination, operation, or use of the IdeaBoxAI Platform with other product(s), data or services where the IdeaBoxAI Platform would not by itself be infringing; or (c) unauthorized or improper use of the IdeaBoxAI Platform. This Section 15(a) states IdeaBoxAI’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

b.  Indemnification by Customer. Customer will indemnify, defend and hold IdeaBoxAI and the officers, directors, agents, and employees of IdeaBoxAI (“IdeaBoxAI Indemnified Parties”) harmless from Liabilities that are payable to any third party by the IdeaBoxAI Indemnified Parties (including reasonable attorneys’ fees) arising from any claim, demand or action by a third party that arises out of or is in connection with (a) any use by Customer or any Customer Affiliate of the IdeaBoxAI Platform in violation of these Terms, (b) the Customer Data, including IdeaBoxAI’s use of the Customer Data in accordance with these Terms, (c) Customer’s or any Customer Affiliate’s violation of any terms and conditions related to and/or governing use of any Third Party Services, or (d) the acts or omissions of any Affiliate in violation of these Terms.

c.  Action in Response to Potential Infringement. If the use of the IdeaBoxAI Platform or any portion thereof by Customer has become, or in IdeaBoxAI’s opinion is likely to become, the subject of any claim of infringement, IdeaBoxAI may at its option and expense (a) procure for Customer the right to continue using the IdeaBoxAI Platform as set forth hereunder; (b) replace or modify the IdeaBoxAI Platform to make it non- infringing so long as the IdeaBoxAI Platform has at least equivalent functionality; (c) substitute an equivalent for the IdeaBoxAI Platform or (d) if options (a)-(c) are not reasonably practicable, terminate these Terms.

d.  Indemnification Procedure. If a Customer Indemnified Party or a IdeaBoxAI Indemnified Party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 15 (a)/ (b), as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder; such consent not to be unreasonably withheld or delayed.

16.  Government Matters. Customer may not remove or export from the United States or allow the export or re-export of the IdeaBoxAI Platform, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the IdeaBoxAI Platform (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms and will be prohibited except to the extent expressly permitted by the terms of these Terms.

17.  General

a. Force Majeure. No Party hereto will have any liability under these Terms for such Party’s failure or delay in performing any of the obligations imposed by these Terms to the extent such failure or delay is the result of any event beyond such Party’s reasonable control, including: (a) any fire, explosion, unusually severe weather, natural disaster or Act of God; (b) epidemic; any nuclear, biological, chemical, or similar attack; any other public health or safety emergency; any act of terrorism; and any action reasonably taken in response to any of the foregoing; (c) any act of declared or undeclared war or of a public enemy, or any riot or insurrection; (d) damage to machinery or equipment; any disruption in transportation, communications, electric power or other utilities, or other vital infrastructure; or any means of disrupting or damaging internet or other computer networks or facilities; (e) any strike, lockout or other labor dispute or action; or (f) any action taken in response to any of the foregoing events by any civil or military authority.

b.  Severability. If any provision of these Terms is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder will continue in effect, to the extent consistent with the intent of the Parties as of the Effective Date. The terms and conditions of these Terms are severable. If any term or condition of these Terms is deemed to be illegal or unenforceable under any rule of law, all other terms will remain in force. Further, the term or condition which is held to be illegal or unenforceable will remain in effect as far as possible in accordance with the intention of the Parties as of the Effective Date.

c. Relationship of the Parties. Nothing in these Terms will be construed to place the Parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third Parties. Neither Party will represent to the contrary, either expressly, implicitly or otherwise.

d. Remedies. Each Party acknowledges that a breach by it of any of the terms of Confidentiality may cause irreparable harm to the Discloser for which Discloser could not be adequately compensated by money damages. Accordingly, the Parties hereto agree that, in addition to all other remedies available to the respective Party, in an action at law, in the non-breaching party may seek, from any court of competent jurisdiction and without the necessity of proving actual damages or posting any bond or other security, temporary and permanent injunctive relief, including specific performance of the terms of Confidentiality.

e.  Governing Law; Consent to Jurisdiction. The law, including the statutes of limitation, of the State of Delaware will govern these Terms, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction. Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware.

f.  Assignment; Binding Effect. Neither Party may assign or transfer these Terms in whole or in part, without the prior written consent of the other Party, except that either Party may assign or transfer these Terms without the written consent of the other Party to an affiliate or corporation or other business entity succeeding to all or substantially all the assets and business of the assigning Party to which these Terms relates, whether by merger or purchase or otherwise. Any attempted assignment, delegation or transfer by a Party in violation hereof will be null and void. Subject to the foregoing, these Terms will be binding on the Parties and their successors and permitted assigns.

g.   Notices. All notices under these Terms will be in writing, reference these Terms and be sent to the e-mail address set forth on the Order and/or in the account. Notices will be deemed given by email for which receipt is confirmed or one (1) day after deposit with an internationally recognized commercial overnight carrier, with written verification of receipt. Each Party may update its notice address by providing written notice to the other Party.

h.  No Waiver. Failure by either Party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.

i.  Complete Agreement. These Terms along with the Order and/or terms governing the privacy of data constitutes the entire agreement between the Parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. To the extent of any conflict or inconsistency between the provisions in the body of these Terms and the Order, these Terms will prevail, unless the Order expressly amends a provision in these Terms. These Terms may not be modified or waived, in whole or part, except in writing and signed by an officer or duly authorized representative of both Parties.

 

If you any questions pertaining to these Terms, please write to IdeaBoxAI at [email protected]