Updated January 5, 2022
Welcome to Boxventory. Boxventory provides inventory management tools (as modified from time to time, the "Boxventory Services") through its online platform (as modified from time to time, the "Boxventory Platform") that may help organizations and individuals that subscribe to the Boxventory Services manage their things ("Subscribers" or "you"). The website at boxventory.com, (the "Site") and the various other services, features, functions, software, applications, websites and networks (together with the Boxventory Services, the Boxventory Platform and the Site, collectively, the "Boxventory Services") are provided and operated, and are being made available to you, your organization (the "Organization"), other Subscribers and the other users of any of the Boxventory Services (collectively, "Users") by FMS Ventures, LLC. All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.
IMPORTANT! THESE TERMS OF SERVICE ("TERMS") GOVERN YOUR USE OF THE SITE, THE Boxventory SERVICES, THE Boxventory PLATFORM AND THE OTHER SERVICES. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR ORGANIZATION, REFERENCES TO "YOU" OR "YOUR" SHALL MEAN YOU, YOUR ORGANIZATION AND ANY OTHER USER ACCESSING AND USING THE Boxventory SERVICES AND THE Boxventory PLATFORM ON BEHALF OF SUCH ORGANIZATION. BY CLICKING "I AGREE", DOWNLOADING, USING, CONFIGURING OR ACCESSING THE SITE, THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THESE TERMS OF SERVICE FOR AND ON BEHALF OF YOURSELF (AND YOUR ORGANIZATION), AND ARE DOING SO, (B) YOU (AND YOUR ORGANIZATION) CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU (AND YOUR ORGANIZATION) SHALL BE BOUND BY THESE TERMS OF SERVICE AND Boxventory'S PRIVACY POLICY (BOXVENTORY.COM/PRIVACYPOLICY) (THE "PRIVACY POLICY") AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, PLEASE DO NOT USE ANY OF THE SERVICES.
These Terms contain an Arbitration provision which will, with limited exceptions, require you to submit disputes you have against Boxventory to binding and final arbitration. You will only be permitted to pursue claims against Boxventory on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
1. Eligibility.
To access and use the Site, the Boxventory Services, the Boxventory Platform and the other Services, you and each of the other Users must be at least 18 years of age. By accessing or using the Boxventory Services, the Boxventory Platform or any of the other Services, clicking the "I Agree" button or by downloading, installing or otherwise accessing or using any of the Boxventory Services, you represent that:
● YOU SATISFY THE ELIGIBILITY REQUIREMENTS AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES OR PROHIBITED FROM ACCESSING AND USING THE Boxventory SERVICES OR THE Boxventory PLATFORM;
● YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Boxventory;
● YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS, RULES AND REGULATIONS; AND
● YOU ARE NOT A COMPETITOR OF AND DO NOT INTEND TO USE THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES FOR REASONS THAT ARE, DIRECTLY OR INDIRECTLY, IN COMPETITION WITH THE SERVICES OR OTHERWISE TO REPLICATE SOME OR ALL OF THE OTHER SERVICES FOR ANY REASON.
2. Privacy.
Your privacy is important to Boxventory. Our goal is to make the Boxventory Services as good, useful and rewarding for you as possible. In order to do that, Boxventory may collect and process information from you when you use the Boxventory Services, the Boxventory Platform or any of the other Services. Boxventory will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By accessing and using the Boxventory Services, the Boxventory Platform or any of the other Services, you agree that Boxventory may collect, use and disclose, as set forth in the Privacy Policy, the information you provide during your access to or use of the Boxventory Services, the Boxventory Platform or any of the other Services, and in some cases information that is provided by or through any of the Services.
3. The Boxventory Services and Boxventory Platform.
3.1 Accessing and Using the Boxventory Services and the Boxventory Platform.
(a) To access and use the Boxventory Services and the Boxventory Platform, you must always register and create an account and pay the applicable Fees (as described below in Section 4.1).
(b) In registering and creating an account, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted during the registration and account creation process ("Registration Data"), and (ii) maintain and promptly update the Registration Data, including all relevant payment information, to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Boxventory has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Boxventory has the right to suspend or terminate your account and prohibit you from accessing and using the Boxventory Services, the Boxventory Platform and/or any of the other Services. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or to access and use the Boxventory Services and the Boxventory Platform or any of the other Services if you have been previously removed by Boxventory or if you have been previously banned from accessing and using the Boxventory Services and the Boxventory Platform or any of the other Services.
4. Fees, Payments and Refunds.
4.1 Fees. To access and use the Boxventory Services and the Boxventory Platform, you must pay the applicable subscription and other fees (collectively, the "Fees").
4.2 Payment and Taxes.
(a) Payments. Unless otherwise agreed by Boxventory, the Fees must be paid by credit card in advance in accordance with Section 4.2(b). You authorize Boxventory to automatically charge your credit or debit card through the Payment Processor for any such Fees.
(b) Payment Processing Unless otherwise agreed by Boxventory, all payments made shall be made through a third-party payment processor directed by Boxventory (e.g., Stripe, etc.) (any such third-party payment processor, the "Payment Processor"). As a condition of Boxventory's enabling payment processing services through a Payment Processor, you agree to provide Boxventory accurate and complete information about you, your business, your credit or debit card or bank account and such other information required by the Payment Processor, and you authorize Boxventory to share it and any relevant transaction information related to your use of the payment processing services provided by the Payment Processor. No liability
(c) Right to Suspend. If you fail to pay any Fees when due, Boxventory may, with or without written notice to you, suspend your ability to access and use the Boxventory Services, the Boxventory Platform and the other Services.
(d) Future Services. In paying the Fees, you acknowledge and agree that you are not relying on future availability of the Boxventory Services, the Boxventory Platform or the Services beyond the period for which the Fee that you paid applies.
(e) Taxes. To the extent that any sales or other similar taxes are payable by Boxventory, or any Payment Processor in connection with the Boxventory Services, the Boxventory Platform and/or the other Services, the Subscriber shall be obligated to pay to Boxventory, or any such Payment Processor, the amount of such taxes in addition to any other amounts owing to Boxventory.
4.3 Changes in Fees and Payment Methods. Boxventory reserves the right at any time to change the Fees (including to begin charging for services that it is currently providing free of charge or for new premium features) and the payment or billing methods, either immediately upon posting on the Services, the Site, any of the other Services or by notifying you by email.
4.4 Refunds. ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS REQUIRED BY LAW OR AS OTHERWISE SPECIFICALLY PROVIDED IN Boxventory'S REFUND POLICY OR AGREED BY Boxventory IN ITS SOLE DISCRETION.
5. Right to Access and Use; Unauthorized Use.
5.1 Right to Access and Use. Subject to your compliance with all of the terms and conditions set out in these Terms, Boxventory hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use the Boxventory Services, the Boxventory Platform and the other Services to the extent and in accordance with these Terms.
5.2 Prevention of Unauthorized Use. Boxventory reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Boxventory Services, the Boxventory Platform or any of the other Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
6. Support.
Boxventory shall provide technical and other limited support with respect to the Site, the Boxventory Services, the Boxventory Platform and the other Services by email at support@boxventory.com. Boxventory shall use commercially reasonable efforts to respond within one to two (1-2) business days.
The support does not cover third-party applications or software accessed through the Boxventory Services and the Boxventory Platform unless otherwise agreed in writing by Boxventory.
Boxventory also offers premium support. Please contact us at support@boxventory.com if you have any questions regarding the premium support.
7. Additional Policies.
When using the Boxventory Services, the Boxventory Platform and any of the other Services, you may be subject to any additional posted policies, guidelines or rules applicable to the Site, the Boxventory Services, the Boxventory Platform and the other Services and features which may be posted from time to time (as added or modified from time to time, the "Policies"). All such Policies are hereby incorporated by reference into these Terms.
8. Respecting other People's Rights.
Boxventory respects the rights of others and so should you. You therefore may not post any Content (as defined below) or comments that:
● violate or infringe someone else's rights of publicity, privacy, copyright, trademark, or other intellectual property right;
● are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Boxventory in its sole discretion;
● are false, misleading, untruthful or inaccurate;
● include anyone's personal information or sensitive financial information
● impersonate any person or entity, including any of Boxventory's employees or representatives; or
● spam or solicit any Users, including any Subscribers or other Users.
9. Account Security.
When you access and use the Boxventory Services, the Boxventory Platform or any of the other Services, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Boxventory when creating an account and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.
If you change or deactivate the email that you used to create a Boxventory account, you must update your account information within 72 hours to prevent us from sending to someone else messages intended for you.
If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any payment information, if applicable), then you shall immediately notify Boxventory at support@boxventory.com. You may be liable for the losses incurred by Boxventory or others due to any unauthorized use of your account or any of the Services.
10. Modification of these Terms.
Boxventory reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site or otherwise through the Services. If Boxventory updates these Terms, it will update the "last updated" date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of the Boxventory Services and the Boxventory Platform after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations (including applicable Fees), Boxventory will make reasonable efforts to notify you of such change. Boxventory may provide notice through a pop-up or banner within any of the Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Boxventory may require you to provide consent by accepting the changed Terms. If Boxventory requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Boxventory, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Boxventory Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE Boxventory SERVICES, THE Boxventory PLATFORM AND ALL OF THE OTHER SERVICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
11. Digital Millennium Copyright Act.
It is Boxventory's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you file a notice with our copyright agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). Boxventory reserves the right to terminate without notice any User's access to the Boxventory Services, the Boxventory Platform and the other Services if that User is determined by Boxventory to be a "repeat infringer." In addition, Boxventory accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
12. License Grant for Content; Representations and Warranties.
12.1 Limited License Grant to Boxventory. The Boxventory Services and the Boxventory Platform allow you to post content (collectively, "Content"). By posting, distributing or disseminating any Content to or through the Boxventory Services, the Boxventory Platform or any of the other Services, you hereby grant to Boxventory a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit your Content (and any copyrights, publicity, database and other proprietary rights therein), in connection with the operation, maintenance and operations of the Site, the Boxventory Services, the Boxventory Platform and the other Services.
12.2 Content Use by other Users. You hereby consent to the use of your Content by other Users that are authorized to access your Content in the manner contemplated by these Terms and any of the Boxventory Services.
12.3 Content and Confidential Information. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of your Content and the consequences of posting or publishing any Content. By uploading and publishing your Content, you affirm, represent, and warrant that: (a) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Boxventory and the Users to use and distribute your Content as necessary to exercise the licenses granted by you in this Section 12 and in the manner contemplated by Boxventory and these Terms; (b) your Content does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (ii) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (iii) your Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of any of the Boxventory Services. Violators of these third-party rights may be subject to criminal and civil liability. Boxventory reserves all rights and remedies against any Users who violate these Terms.
12.4 Content Disclaimer. You understand that when using the Boxventory Services, the Boxventory Platform or any of the other Services you may be exposed to Content or other materials from a variety of sources, and that Boxventory is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content and other content. You further understand and acknowledge that you may be exposed to Content and other materials that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Boxventory with respect thereto. Boxventory does not endorse any Content and other material or any opinion, recommendation or advice expressed therein, and Boxventory expressly disclaims any and all liability in connection with Content and other materials. If notified by a User or a content owner of any Content or other content or materials that allegedly do not conform to these Terms, Boxventory may investigate the allegation and determine in its sole discretion whether to remove the Content or other content or materials, which it reserves the right to do at any time and without notice. For clarity, Boxventory does not permit copyright infringing activities on or through any of the Boxventory Services.
13. Prohibited Conduct.
BY USING THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES YOU AGREE NOT TO:
13.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Boxventory Services, the Boxventory Platform or any of the other Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
13.2 Use the Boxventory Services, the Boxventory Platform or any of the other Services for the benefit of anyone other than you or your Organization or your Members, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, the Boxventory Services, the Boxventory Platform or any of the other Services for hosting or time-sharing services, or as part of a service bureau or outsourcing offering;
13.3 Provide any services to any third party using the Boxventory Services, the Boxventory Platform or any of the other Services except in accordance with these Terms;
13.4 Develop or create (a) any derivative work of the Boxventory Services, the Boxventory Platform or any of the other Services or (b) any other platform or service to the extent intended to compete with the Boxventory Services, the Boxventory Platform and/or and the other Services;
13.5 Reproduce (except as expressly permitted herein), modify, adapt, translate or otherwise make any changes to any of the Services or any part thereof;
13.6 Copy, disclose, or distribute any content or data available on or through the Services, the Boxventory Platform or any of the other Services, in any medium, including without limitation, by any automated or non-automated "scraping;"
13.7 Interfere with, circumvent or disable any security or other technological features or measures of any of the Boxventory Services or attempt to gain unauthorized access to any of the Boxventory Services or its related systems or networks;
13.8 Make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users (including Subscribers and Members) of any of the Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
13.9 Use bots or other automated methods to: access the Boxventory Services, the Boxventory Platform or any of the other Services, download profiles, contacts or any other information, send or redirect messages or perform any other activities through any of the Services;
13.10 Use the Boxventory Services, the Boxventory Platform or any of the other Services for any unlawful or inappropriate activities, such as ponzi schemes, gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment;
13.11 Engage in "framing," "mirroring," or otherwise simulating the appearance or function of any of the Services;
13.12 Take any action that imposes, or may impose at Boxventory's sole determination, an unreasonable or disproportionately large load on Boxventory's infrastructure;
13.13 Deep-link to the Boxventory Services, the Boxventory Platform or any of the other Services without Boxventory's consent;
13.14 Share or disclose information of other Users without their express consent; or
13.15 Use another User's account or allow anyone else to use your account.
14. Third-Party Sites.
The Site and the other Services may now or in the future include links or references to other web sites or services ("Third-Party Sites") solely as a convenience to Users. Boxventory does not endorse any such Third-Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the Boxventory Services are solely between you and such advertiser. Access and use of Third-Party Sites, including the information, materials, products, and services on or available through Third Party Sites are solely at your own risk.
15. Text Messages; Mobile and Data Charges.
Boxventory may occasionally send text message offers and alerts. By agreeing to these Terms, you authorize Boxventory to send text messages to your mobile device with notifications and occasional special offers.
You are responsible for any mobile and data charges that you may incur for using any of the Boxventory Services, including text-messaging charges. If you are unsure what those charges may be, you should ask your service provider before using the Boxventory Services, the Boxventory Platform or any of the other Services.
16. Termination; Terms of Use Violations.
16.1 Boxventory. You agree that Boxventory, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your use of the Boxventory Services, the Boxventory Platform or any of the other Services or any account (or any part thereof) you may have with Boxventory and remove and discard all or any part of your account, user profile, and any Content, at any time. Boxventory may also in its sole discretion and at any time discontinue providing access to the Boxventory Services, the Boxventory Platform, or any part thereof, with or without notice. You agree that any suspension or termination of your access to the Boxventory Services, the Boxventory Platform or any the other Services or any account you may have, or portion thereof may be effected without prior notice, and you agree that Boxventory will not be liable to you or any third party for any such termination. Boxventory reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Boxventory to disclose the identity of anyone posting any email messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Boxventory may have at law or in equity. As discussed herein, Boxventory does not permit copyright infringing activities on the Site, the Boxventory Services, the Boxventory Platform or any of the other Services, and shall be permitted to terminate access to any of the Services, and remove all Content or other content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD Boxventory HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY Boxventory DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER Boxventory OR LAW ENFORCEMENT AUTHORITIES.
16.2 You. Your only remedy against Boxventory or any of its affiliates with respect to any dissatisfaction with (i) the Boxventory Services, the Boxventory Platform or any of the other Services, (ii) any term of these Terms, (iii) any policy or practice of Boxventory in operating the Boxventory Services, the Boxventory Platform and the other Services, (iv) any Organization or (v) any Content transmitted through the Boxventory Services, the Boxventory Platform or any of these other Services, is to terminate your account and your use of all of the Services. You may terminate your use of the Boxventory Services, the Boxventory Platform and the other Services and your account at any time. After such termination, you must refrain from use of the Boxventory Services and the Boxventory Platform until authorized by Boxventory.
17. Ownership; Proprietary Rights.
The Site, the Boxventory Services, the Boxventory Platform and the other Services are owned and operated by Boxventory. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Boxventory Services, the Boxventory Platform and the other Services provided by Boxventory (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Content that is provided and owned by Users, all Materials contained on any of the Services are the property of Boxventory or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Boxventory or its affiliates and/or third-party licensors. Except as expressly authorized by Boxventory, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Boxventory reserves all rights not expressly granted in these Terms.
If you choose to provide input, suggestions, comments, feedback, improvement requests or other recommendations regarding the Boxventory Services, the Boxventory Platform or any of the other Services (collectively, "Feedback"), then you hereby grant Boxventory an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to use or otherwise exploit the Feedback in any manner and for any purpose without restriction. You should not submit any Feedback to us that you do not wish to license to us as stated above. We have no obligation (a) to maintain any Feedback in confidence; (b) to pay any compensation for any Feedback; or (c) to respond to any Feedback. You grant us the right to use the name that you submit in connection with any Feedback.
18. Indemnification.
You agree to indemnify, save, and hold Boxventory, its affiliated companies, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site, the Boxventory Services, the Boxventory Platform, any of the other Services or any of the Content, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. Boxventory reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Boxventory, and you agree to cooperate with Boxventory's defense of these claims. Boxventory will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
19. No Warranties; Disclaimers.
19.1 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Boxventory AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE "Boxventory PARTIES") DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE Boxventory SERVICES, THE Boxventory PLATFORM AND THE OTHER SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, Boxventory PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE Boxventory SERVICES, THE Boxventory PLATFORM OR THE OTHER SERVICES, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE Boxventory PARTIES OR THROUGH THE Boxventory SERVICES, THE Boxventory PLATFORM OR THE OTHER SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
19.2 "As Is" And "As Available" and "With All Faults". YOU EXPRESSLY AGREE THAT THE USE OF THE Boxventory SERVICES, THE Boxventory PLATFORM AND ANY OF THE OTHER SERVICES, AND ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
19.3 Services, the Boxventory Platform Operation and Content. THE Boxventory PARTIES DO NOT WARRANT THAT THE DATA, ASSESSMENTS, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES, OR ANY THIRD-PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
19.4 Accuracy. EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY Boxventory, THE Boxventory PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES OR ANY THIRD-PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
19.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES OR ANY THIRD-PARTY SITES, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
20. Limitation of Liability and Damages.
20.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE Boxventory PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE Boxventory SERVICES, THE Boxventory PLATFORM OR THE OTHER SERVICES OR THE MATERIALS, ASSESSMENTS, RESULTS OR CONTENT ON THE ANY OF THE SERVICES OR ANY OTHER INTERACTIONS WITH Boxventory AND A SUBSCRIBER, MEMBER OR OTHER USER, EVEN IF Boxventory OR A Boxventory AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, Boxventory'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
20.2 Limitation of Damages. IN NO EVENT WILL THE Boxventory PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE Boxventory SERVICES, THE Boxventory PLATFORM AND THE OTHER SERVICES, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $50.00 AND (B) THE FEES PAID BY YOU, IF ANY, TO Boxventory DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR FIFTY DOLLARS, WHICHEVER IS GREATER.
20.3 Release for Disputes between Users. If you have a dispute with any other Users (including any Subscriber or member) or other third parties, you release Boxventory and the other Boxventory Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
20.4 Third-party Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN Boxventory AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
20.5 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT Boxventory HAS OFFERED THE Boxventory SERVICES, THE Boxventory PLATFORM AND THE OTHER SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND Boxventory, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Boxventory. Boxventory WOULD NOT BE ABLE TO PROVIDE THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
20.6 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
21. United States Export Controls.
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Boxventory Services, the Boxventory Platform or any of the other Services or any underlying intellectual property, information or technology except with Boxventory's prior written approval and in full compliance with all United States, foreign and other applicable export control laws and regulations.
22. Miscellaneous.
22.1 Notice. Boxventory may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on any of the Boxventory Services. Notice will be deemed given twenty-four hours after the email is sent, unless Boxventory is notified that the email address is invalid. Alternatively, Boxventory may give you legal notice by mail to a postal address, if provided by you through any of the Boxventory Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on any of the Boxventory Services is deemed given 30 days following the initial posting.
22.2 Waiver. The failure of Boxventory to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Boxventory.
22.3 Dispute Resolution. If a dispute arises between you and Boxventory, the goal is to provide you with a neutral and cost-effective methods of resolving the dispute quickly. Accordingly, you and Boxventory agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Boxventory Services, the Boxventory Platform or any of the other Services (a "Dispute") will be resolved in accordance with this Section 22.3 or as Boxventory and you otherwise agree in writing. Before resorting to these dispute methods, Boxventory strongly encourages you to first contact Boxventory directly to seek a resolution.
The parties hereby irrevocably and unconditionally agree that service of process in any such Dispute may be effected by mailing a copy of such process by certified mail, postage prepaid, to such party at the address provided by such party.
(a) Choice of Law. THESE TERMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
(i) Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND Boxventory (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S APPLICABLE RULES FOR ARBITRATION AND YOU AND Boxventory HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND Boxventory WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Any such arbitration shall be in English and be held in Middletown, Delaware and the number of arbitrators shall be one (1). Except as otherwise required by law, the parties and the arbitrator agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. You may bring claims only on your own behalf.
NEITHER YOU NOR Boxventory WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST Boxventory INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Boxventory is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 22.3(b) is found not to apply to you or your claim, you and Boxventory agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the applicable procedural rules of, the federal or state courts of New Castle County, Delaware. Both you and Boxventory irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Boxventory may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your use of the Boxventory Services, the Boxventory Platform or any of the other Services or your relationship with Boxventory.
(c) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 22.3 above by sending written notice of your decision to opt-out to Boxventory's contact information listed at the bottom of these Terms. The notice must be sent to Boxventory within thirty (30) days of your registering to use the Boxventory Services and the Boxventory Platform or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section 22.3. If you opt-out of these arbitration provisions, however, we also will not be bound by them.
(d) Exceptions. Notwithstanding the terms of this Section 22.3, nothing in these Terms will be deemed to restrict or otherwise limit the right of either party to: (a) bring an individual action in small claims court to the extent that the applicable requirements have been met; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of competent jurisdiction to address an intellectual property infringement claim.
(e) Improperly Filed Disputes. All claims you bring against Boxventory must be resolved in accordance with this Section 22.3. All claims filed or brought contrary to this Section 22.3 shall be considered improperly filed. Should you file a claim contrary to this Section 22.3, Boxventory may recover attorneys' fees and costs up to $15,000, provided that Boxventory has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
(f) Prevailing Party. In the event that either party institutes any arbitration, legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Privacy Policy, the Boxventory Services, the Boxventory Platform or any of the other Services, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys' fees and expenses and court costs.
(g) LIMITATION ON TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, THE Boxventory SERVICES, THE Boxventory PLATFORM OR ANY OF THE OTHER SERVICES, ANY OTHER PRODUCT OR SERVICES, ANY CONTENT OR YOUR RELATIONSHIP WITH Boxventory MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
22.4 Severability. If any provision of these Terms (including the Privacy Policy or any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
22.5 Assignment. These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Boxventory without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
22.6 Survival. Upon termination of these Terms, your use of the Boxventory Services, the Boxventory Platform or any of the other Services, or your relationship with Boxventory, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4.4, and 11 - 22.
22.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
22.8 Entire Agreement. These Terms, including the Privacy Policy and the Policies are the entire agreement between you and Boxventory relating to the subject matter herein and will not be modified except by a change to these Terms or Policies made by Boxventory as set forth in Section 9 above or as provided in the applicable agreement.
22.9 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
22.10 Geographic Restrictions. Boxventory is based in the state of Delaware in the United States. Boxventory makes no claims that the Boxventory Services, the Boxventory Platform or any of the other Services or any of the content is accessible or appropriate outside of the United States. Access to the Site, the Boxventory Services, the Boxventory Platform and the other Services may not be legal by certain persons or in certain countries. If you access the Boxventory Services, the Boxventory Platform or any of these other Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Boxventory with respect thereto.
22.11 Disclosures. The Site, the Boxventory Services, the Boxventory Platform and the other Services are offered by FMS Ventures, LLC located at: 651 N Broad St, Suite 205 #2343, Middletown, DE 19709 and email: support@boxventory.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
© 2024 FMS Ventures, LLC.