Terms and conditions

SOLUTIONS IN A BOX, INC.
TERMS OF SERVICE AND END USER LICENSE AGREEMENT
(VERSION 2.0)

Please read these terms of service (these “Terms”) carefully, as it sets forth the terms and conditions of the contract between you as well as your employer or other person or entity you serve or represent or on whose behalf, or for whose benefit, you use the Platform (individually and collectively, “You” or “Your Organization”), on one hand, and Solutions in a Box, Inc., on behalf of itself and any other controlled subsidiary or affiliate of the foregoing that operates, maintains, or enforces rights in connection with the Platform (collectively, “Solutions in a Box”), on the other hand. These Terms govern Your use of the Platform, as defined below.

These Terms include and incorporate the content and terms of the related provisions, conditions, agreements, or policies available at www.boostideal.com and www.fyigtm.com, including any subdomains (the “Site”). By way of non-limiting example, You accept and agree to be bound and abide by these Terms and Solutions in a Box’s “Privacy Policy,” which can be found at the Site or are available upon request to support@boostideal.com .

IMPORTANT – READ CAREFULLY THIS NON-LIMITING SUMMARY OF CERTAIN KEY PROVISIONS OF THESE TERMS OF SERVICE. YOU MUST ALSO READ THESE TERMS OF SERVICE IN FULL:

You must be at least 18 years of age to use the Platform;
You agree to use the Platform (which includes Output Data and Delivered Content) and related data solely for Your own internal and non-resale purposes and solely in connection with the services provided by Solutions in a Box.
E-mails containing Delivered Content may be forwarded to no more than ten (10) full time employees of Your Organization and may not be published or posted publicly;
You may reference or incorporate portions of Delivered Content into documents created by You or You Organization so long as prominent notice and attribution is provided in close proximity to each such use;
You agree that these Terms, including the Solutions in a Box License to use the Platform, may be terminated at any time by Solutions in a Box if You fail fail to make any required payment or to comply with any of these Terms or may be suspended if Solutions in a Box suspects that you have failed to comply with any of these;
You agree Solutions in a Box may revise or updated these Terms for any reason at any time;
You agree that Solutions in a Box will be entitled to an immediate injunction or other equitable relief against You, and all of its attorneys’ fees and other expenses, in connection with enforcing Solutions in a Box’s intellectual property, computer code, source code, confidential information, or trademarks;
You agree to use the Platform at Your own risk, that the Platform is provided as-is without any warranty or representation, and that the Platform is subject to the limitations of liability set forth herein;
You agree that the Platform provides Delivered Content for information purposes only. It does not, and will not, provide any professional advice, and you will not rely upon the Platform generally, or any Delivered Content specifically, or treat it as professional advice;
You agree that Solutions in a Box has no responsibility for any third-party content, products, services, software, functionality, or content that may be incorporated into or used with the Platform; and
You agree to the restrictions set forth herein on Your use of, or access to, the Platform and to indemnify, defend, and hold harmless Solutions in a Box in connection with any claims related to Your use of the Platform.

If You would like to print out or review these terms on another device, they are available upon request.

1. Interpretation and Application

The rights provided to Solutions in a Box pursuant to these Terms apply to, and may be exercised by or on behalf of, any of Solutions in a Box’s Related Parties. The term “Related Parties” means direct and indirect affiliates, parents, and subsidiaries and their respective owners, stockholders, other equity holders, officers, agents, employees, and directors as well as any and all, whether direct or indirect, predecessors-in-interest, successors-in-interest, suppliers, vendors, manufacturers, developers, distributors, contractors, partners, agencies, and customers.

Any obligation on You not to do something includes an obligation that You not do, attempt to do, or allow that thing to be done or otherwise contribute to, assist, induce, entice, encourage, or incentivize such thing to be done, whether or not any of the foregoing terms are expressly restated in connection with any such obligation.

Unless the context otherwise requires, the word “or” is disjunctive but not exclusive; the word “including” (and other versions of “include”) means “including, but not limited to,”; and the words “shall” and “will” have the same mandatory meaning to impose obligations.

The words “Disclose” or “disclose” each mean to, in whole or in part, reproduce, share, transfer, transmit, describe, reveal, make known, provide access to, provide another the means of discovering, learning, or receiving information or to contribute to, induce, entice, encourage, or incentivize any of the foregoing. Any obligation regarding confidential information (e.g., to protect it or keep it confidential) includes preventing it from being disclosed.

Any reference to the Platform (as defined below) applies individually and collectively to the entire Platform, any work or development derived from the Platform, or any portion of the Platform, including any information on or that constitutes part of the Platform.

2. Your Agreement to be Bound; Commencement of Term

You agree to be bound by these Terms (including all agreements and policies of Solutions in a Box) by installing, opening, or accessing the Platform, logging into the Site as a user, accessing e-mails containing Delivered Content, checking the box indicating you agree to these terms, or otherwise clicking an “Agree” or “Accept” button. The term (“Term”) of these Terms will commence when You first do any of the foregoing. And You reaffirm Your agreement to these Terms each time You do any of the foregoing.

If You do not agree to these Terms, do not use the Platform (not even for trial use purposes); close out of, and log out of, all instances of and access points to the Software; unsubscribe from all Delivered Content; and disconnect all Your devices from the Platform. You are not permitted to make any use of the Platform if you do not agree to these Terms.

If You 1) decline these terms prior to, or within 24 hours of, Your payment of any fees; and 2) have not used the Platform, You may seek a refund of any fees paid by contacting support@boostideal.com.

3. Scope

These Terms apply to the following, each of which constitute part of the “Platform”:

the Solutions in a Box Site;
the Solutions in a Box SaaS solution, the BoostIdeal solution and services, and related applications and code (“Software”);
all data and results provided or delivered to You, such as scoring or ideal customer profiles, including via the BoostIdeal software and services or as part of any other services provided by Solutions in a Box or its subsidiaries or affiliates (“Output Data”);
all content delivered to You, including via e-mail or download and including articles, content, course, and resources available for purchase (“Delivered Content”);
all databases, algorithms, third-party integrations, and other functionality to which the Software and Site are connected;
all text, images, graphics, sounds, audio, music, videos, audiovisual combinations, blogs, social media, interactive features, collections, or other material You may view on or access through the Platform;
all computer software associated with the Platform (including algorithms, source code, object code, compilation code or software, build tools or data, data structures, databases, firmware, hardware, and any related data, information, or code as well as all updates, patches, data, or new versions of the Platform);
data, other than Customer Data, that is input to or via the Platform, stored in connection with the Platform, related to the Platform, modified by the Platform, transmitted by the Platform, or exported in any way (e.g., printing, creating documentation or reports, or displaying) from the Platform (“Input Data”);
the operation and layout off the Platform, including the manner and process by which information is input, stored, displayed, analyzed, presented, or otherwise processed;
the look and feel of the Platform (e.g., icons, colors, screen layout, and graphical user interface or GUI);
instructions, documentation, and other materials describing or associated with the Platform;
legal notices; and
all information regarding You, Your access credentials, or Your account (if applicable) on the Site or Platform (“Registration”).

4. Customer Data

Notwithstanding the foregoing, any responsibility for Solutions in a Box for the Platform (which includes Input Data) does not include data You provide for the express purpose of tailoring content delivery or for obtaining any results or analysis from the Platform or any included software or services, which constitutes “Customer Data.”

You represent and warrant that You own or control all rights (or license) in and to all Customer Data sufficient for You to grant Solutions in a Box the Customer Data License (defined below). You understand and acknowledge that you are responsible for all Customer Data You submit or contribute, and that You, not Solutions in a Box or any of its Related Parties, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

You understand and acknowledge that any information you provide to Solutions in a Box, including all Customer Data, will be stored in a secure cloud environment in the United States, and may be disclosed to our service providers and affiliates in other jurisdictions.

5. Your Representation, Warranties, and Related Covenants

You represent, warrant, and covenant that:

all information You submit to Solutions in a Box or the Platform is and will be true and accurate and You have all necessary rights and licenses to submit such information;
You have obtained all necessary permissions from any third parties, whether businesses or individuals, to share any Customer Data with the Platform or any required Third-Party as described in Sections 6-8 below, and that sharing any Customer Data does not infringe on or violate any rights of any third parties, including intellectual property or privacy rights;
the Customer Data does not include any information about any person less than 18 years of age;
the Customer Data does not include any personally identifiable information (“PII”), protected health information (“PHI”), or personal data subject to the European General Data Protection Regulation (“GDPR”)
You are 18 years of age or older;
You will use the Platform only as intended by Solutions in a Box;
You have read all terms and disclaimers set forth in these Terms prior to using the Platform and agree to be bound by these Terms; and
You will not use the Platform, or submit information to the Platform, in violation of any law or rights of any other person or entity.

6. Disclaimer: Third-Party Content, Services, Hardware, or Software

The Platform may use or incorporate third-party content services, hardware, or software (“Third-Party Content or Offerings”). By way of non-limiting example, the Platform may include or deliver modified versions, summaries, or analyses of Third-Party Content or Offerings. Solutions in a Box is not responsible in any manner for any Third-Party Content or Offerings.

FOR THE AVOIDANCE OF DOUBT, SOLUTIONS IN A BOX PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO SUCH THIRD-PARTY CONTENT OR OFFERINGS, INCLUDING WITH RESPECT TO FUNCTIONALITY OF SUCH EXTERNAL SOFTWARE.

Solutions in a Box does not provide any warranty, maintenance, technical, or other support for any Third-Party Service or Product. Solutions in a Box does not warrant the accuracy, timeliness, sufficiency, effectiveness, or suitability of any Third-Party Content or Offerings, which You use at Your own risk. Accordingly, Solutions in a Box is not responsible for Your use of any Third-Party Service or Product or any personal injury, death, property damage, or other harm or losses arising from or relating to Your use of any Third-Party Service or Product.

You agree that You have no recourse against Solutions in a Box for any Claim or Loss arising out of or related to any Third-Party Service or Product. Claims against third-parties in connection with Third-Party Content or Offerings must be brought against the applicable third-party (e.g., the manufacturer or provider of such service) and not Solutions in a Box.

For the avoidance of doubt, the mere inclusion of links to any third-party website in or with the Platform does not create or imply any affiliation between Solutions in a Box and such website or the entity that operates the website.

7. Third-Party Software Licenses

Certain software included in, distributed with, or downloaded in connection with the Platform may comprise third-party proprietary software or code that is subject to separate license terms (“Third-Party Software”). All such Third-Party Software may comprise or include software or software components that are derived, in whole or in part, from software that is distributed as free software, open source software, or under similar licensing or distribution models (collectively, “External Software”).

Your use of External Software is subject in all cases to the applicable licenses from the applicable External Software providers, which will take precedence over the rights and restrictions granted in these Terms solely with respect to such External Software and solely to the extent required by such licenses. You will comply with the terms of all applicable External Software licenses, if any. For example, copyrights to open source software are held by their respective copyright holders indicated in the copyright notices in the corresponding source files.

FOR THE AVOIDANCE OF DOUBT, SOLUTIONS IN A BOX PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO SUCH EXTERNAL SOFTWARE, INCLUDING WITH RESPECT TO FUNCTIONALITY OF SUCH EXTERNAL SOFTWARE.

Solutions in a Box does not provide any warranty, maintenance, technical, or other support for any External Software. Accordingly, Solutions in a Box is not responsible for Your use of any External Software or any personal injury, death, property damage (including to Your home), or other harm or losses arising from or relating to Your use of any External Software.

You agree that You have no recourse against Solutions in a Box for any Claim or Loss arising out of or related to any External Software. Claims against third-parties in connection with External Software must be brought against the applicable third-party (e.g., the manufacturer or provider of such service) and not Solutions in a Box.

8. Data Use

Certain features associated with the Platform use internet protocols and may send to the appropriate systems computer information, such as Your internet protocol address; the type of operating system, browser, and name and version of the software You are using; or the language code of the device where You installed or access the Platform. In some cases, data will be anonymized, abstracted, and/or aggregated before use. Solutions in a Box or its designees may use this information to make the internet-based services available to You.

Solutions in a Box may also provide certain information to secure and verified third party payment processors such as Stripe, which collect information necessary to process your payments in accordance with the payment processor’s respective services agreement and privacy policy. A copy of Stripe’s privacy policy can be found at https://stripe.com/privacy.

Certain features associated with the Platform may use Third Party Software or External Software or Third Party Services or Products to provide some of the Platform services. The Third Party Software, External Software, or Third Party Services or Products may collect, receive, or use Customer Data or information about You in order to provide the services. In some cases, data will be anonymized, abstracted, and/or aggregated before being provided to these services. Such third parties and their products may include:

· Amazon Web Services A copy of Amazon Web Service’sprivacy policy can be found at https://aws.amazon.com/privacy/

· Cloudfare. A copy of Cloudflare’s privacy policycan be found at https://www.cloudflare.com/en-au/privacypolicy/

· OpenAI. A copy of OpenAI’s privacy policy can be found at https://openai.com/policies/row-privacy-policy;

· Zitadel. A copy of Zitadel’s privacy policy can be found at https://zitadel.com/docs/legal/policies/privacy-policy

9. Limited License to Access the Platform

During the period of time when You or Your Organization maintain an active, paid-up account with Solutions in a Box and contingent at all times upon Your and Your Organization’s compliance with these Terms: Solutions in a Box grants to You or Your Organization a limited, non-exclusive, freely revocable right to access the Platform in object code or executable form only, solely for Your or Your Organization’s own internal and non-resale purposes and solely in connection with the services provided by Solutions in a Box (the “Solutions in a Box License”).

You may forward, whether directly or indirectly, e-mails containing Delivered Content from FYIGTM to no more than ten (10) individuals, each of whom must be full time employees of Your Organization.

You may reference or incorporate portions of Delivered Content or Output Data into documents created by You or Your Organization so long as either 1) prominent notice and attribution is provided in close proximity to each such reference or incorporation or 2) you receive permission in writing in advance from Solutions in a Box. The notice and attribution must identify that the contents were provided by the relevant Solutions in a Box product or service and all rights are owned by Solutions in a Box, Inc. If Solutions in a Box requests a specific form of notice and attribution, or provides express, prior, written, consent, to an alternative form of notice and attribution: You will comply with such request and use the form of notice and attribution provided by Solutions in a Box.

You may not post publicly, publish, or disseminate any Output Data or Delivered Content beyond the limits set forth under your selected Plan, as defined below.

You may not post publicly, publish, or disseminate any Delivered Content from FYIGTM except as specifically set forth in this Section 9. Where necessary, You may temporarily download one copy of each piece of Delivered Content from FYIGTM for internal, noncommercial, transitory viewing only and not for further reproduction, publication, or distribution.

You grant to Solutions in a Box a worldwide non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers of sublicensee), fully paid-up, royalty-free right to use all Customer Data in connection with these terms (the “Customer Data License”).

10. Plan Type and Fees

To access the Platform, You have selected a subscription level including a price, renewal term, and certain other features (“Plan”). You will pay the fees applicable to your Plan and any other applicable fees relating to your use of Solutions in a Box services (together “Fees”). You must keep a valid and authorized payment method on file to pay for all Fees. Solutions in a box will charge any valid and authorized payment method for the Fees until any services are terminated and all outstanding Fees have been paid in full. All Fees and payments are in U.S. currency unless expressly stated otherwise.

Fees for recurring Plan types are billed 30 days prior to renewal of the Plan term, unless terminated as set forth under Section 14, below.

All Fees are exclusive of any applicable taxes. You are responsible for any and all applicable taxes.

11. Ownership and Intellectual Property

The Platform (which includes Delivered Content and Output Data) other than Customer Data is proprietary to Solutions in a Box and its licensors. All right, title, and interest in and to the Platform, including all intellectual property and all other legal rights, titles, and interests, do and will remain with Solutions in a Box and its licensors. For the avoidance of doubt, and by non-limiting example, You acknowledge and agree that the source and object code of the Platform and the format, directories, queries, databases, algorithms, structure, and organization of the Platform and Delivered Content are the intellectual property and proprietary and confidential information of Solutions in a Box and its licensors only. All rights not expressly granted under these Terms are reserved to Solutions in a Box and its licensors.

Neither these Terms, nor any rights or obligations provided in them, constitute a sale or other transfer of any right, title, or interest in or to the Platform or any portion thereof.

All trademarks, service marks, trade names, trade dress, logos, slogans or other identifiers of source, endorsement, or affiliation—and the goodwill associated therewith—included or displayed in or around the Platform (“Marks”) are the exclusive property of Solutions in a Box; with the exception of third-party marks expressly identified by Solutions in a Box as the property of another third-party. Unless providing attribution under Section 9, you are not permitted to use any of the Marks, or any third-party mark, without the express, prior, written consent of Solutions in a Box.

Unless otherwise stated, (i) all third-party marks used in connection with the Platform are used for nominative and other fair uses purposes only and (ii) Solutions in a box and the owner of such marks have no endorsement, sponsorship, or affiliation with one another.

12. Restrictions on Use

Only persons 18 years of age or older are authorized to use, input data into, or interface in any way with the Platform, and You will not permit any person who does not meet both requirements from doing so.

You may not do any of the following, except to the extent specifically and expressly allowed in Section 9:

access or use the Platform (which includes Delivered Content) other than as specifically set forth in these Terms or allow any other person or entity other than You to access or use the Platform;
attempt to use the Platform for Your, or Your Organization’s, or any other individual or entity’s gain independent of Solutions in a Box or as otherwise not in furtherance of the interests of Solutions in a Box;
use the Platform for any advertising purpose or submit any advertisement or solicitation through or to it;
reverse engineer, decompile, disassemble, or otherwise gain any improper access to any portion of the Platform;
use the Platform, including any Output Data or Delivered Content, as an input or training data to any artificial intelligence solution, large language model, machine learning software, or similar algorithm or otherwise attempt to recreate any functionality of the Platform;
alter, copy, download, scrape, remove, or acquire any data in, or associated with, the Platform, including accessing, using, or copying any portion of the Platform using automated mechanisms, such as bots, spiders, scrapers, web crawlers, or indexing agents;
reproduce, publicly display, publicly perform, download, use, copy, modify, reconfigure, divide, create derivative works of, sublicense, or distribute any portion of the Platform;
remove or modify any markings, notices of rights, or Marks from the Platform or any documents or information associated with the Platform;
make any part of the Platform available in any manner to any third-party for use in the third-party’s business operations or otherwise, including re-hosting or using the Platform on equipment, operating systems, or platforms not approved by Solutions in a Box;
transmit to the Platform any information that contains any viruses or other computer programming routines that may damage, interfere with, intercept, or take any system or data associated with the Platform;
send to or otherwise impose an unreasonably large amount of information or requests on the Platform;
use the Platform in any manner that could disable, overburden, damage, or impair the Platform (including any related website) or interfere with any other authorized party’s use of the Platform, including their ability to engage in real time activities through the Platform;
use the Platform in any way that violates any applicable federal, state, local, or international law or regulation (including any laws regarding the export of data or software to and from the United States or other countries);
use the Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
use the Platform to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms or any other rights or obligations of a third-party;
use the Platform to transmit, or procure the sending of, any advertising or promotional material without the express, prior, written consent of Solutions in a Box, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
use the Platform to impersonate, or to attempt to impersonate, any person or entity other than Yourself, including Solutions in a Box, a Solutions in a Box representative, any other client, or any other person or entity (including by using e-mail addresses, license keys, or access credentials associated with any of the foregoing);
engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive; or
use the Platform to engage in any other conduct that restricts or inhibits any authorized user’s use or enjoyment of the Platform, or that may harm Solutions in a Box or its authorized users or clients, or expose any of the foregoing to reputational harm or liability.

13. Prohibited Countries

The Platform is not open to any person who lives in any country that is prohibited by law, regulation, treaty, or administrative act from entering into trade relations with the United States. It is solely Your responsibility to determine if You may lawfully use the Platform in any particular country or jurisdiction.

14. Term, Renewal and Termination; Updates to Agreement

Subject to any update or modification as set forth in this Section 14, the Term of these Terms will continue until terminated by us or by You or Your Organization, as provided in this Section.

You or Your Organization may terminate your Plan by providing 30 calendar days’ notice prior to the applicable renewal date. Notices must be sent via e-mail to support@boostideal.com or an assigned customer support manager. If notice is received more than 30 calendar day prior to the applicable renewal date, then the Plan will be terminated as of the renewal date. If notice is received less than 30 calendar days prior to the applicable renewal date, the Plan will be automatically renewed for one additional term before termination. Solutions in a Box will not provide refunds for terminations received less than 30 calendar days prior to the renewal date.

You agree that Solutions in a Box may revise, update, or change these Terms at any time in its sole and complete discretion. Updates may be posted publicly on the Site (or other operative website of Solutions in a Box) or distributed to You via the Platform or other means. If there is any ambiguity as to which version of these Terms applies, You agree that the terms of the most recent version will apply, by default, to the entire time period during which You used of the Platform.

You agree that Solutions in a Box may issue additional policies related to the Platform.

Solutions in a Box will have the right to terminate these Terms without notice if You or Your Organization fail to comply with these Terms or any other policy of Solutions in a Box. Solutions in a Box will also have the right to terminate these Terms and any applicable Plan if You or Your Organization fail to pay any Fee.

Additionally, by way of non-limiting example, Your right to access the Platform, and Your Registration information, will terminate upon any of the following by You or Organization: failure to comply with any term or condition of these Terms; unlawful use of the Platform; or abusive conduct involving the Platform that is outside the normal contemplated use thereof. The foregoing includes any acts induced by You or Your Organization, contributed to by You or Your Organization, or conducted with Your or Your Organization’s participation, direction, control, or assent. Upon termination of the Solutions in a Box License granted herein, You must cease all use of the Platform and destroy all copies (physical or electronic) of any portion of the Platform (including the Software and all component parts and copies thereof and all related materials, data, and documents) and certify to Solutions in a Box, if so requested by Solutions in a Box, that all the foregoing have been so destroyed.

The Solutions in a Box License to You will immediately terminate upon Your or Your Organization’s breach of any of these Terms, unless such breach is curable and is actually and immediately cured by You or Your Organization (as applicable), which will be determined in Solutions in a Box’s sole and complete discretion. These remedies are cumulative and in addition to any other remedies available to Solutions in a Box.

All terms of Sections 4, 5, 6, 7, 9, 10, 12, 12, 15, 16, 17, 18, 19, 20, 21, 22, 24, 25, 26, 27, 28, 30, 30, 31, 32, and 33, as well others that by their nature are intended to or would be expected to survive, will survive termination of these Terms.

15. Your Registration and Termination

You may be required to create an account or to update an existing account. You may be asked to complete an initial questionnaire, or to provide information to Solutions in a Box, to begin or continue using the Platform.

Solutions in a Box may, in its sole and complete discretion, terminate Your Registration at any time and for any reason without notice if you fail to comply with these Terms or other applicable rule, law, regulation, or authority.

Solutions in a Box may, in its sole and complete discretion, suspend You Registration or access to the Platform if Solutions in a Box suspects that you have failed to comply with these Terms or other applicable rule, law, regulation, or authority.

You agree that if Your use of the Platform is terminated pursuant to these Terms, You will not attempt to access or use the Platform, including under any name or entity, real or assumed.

16. Registration and Security

You agree and acknowledge that Your Registration information on the Platform is for Your use only and not for the use of any other person or entity.

You are solely responsible any activity in connection with Your Registration and, if You are provided access credentials, You agree to maintain Your own access credentials and not use anyone other person’s access credentials. You further agree not to share or sell Your access credentials and to notify Solutions in a Box if You suspect unauthorized use of Your Registration information or access credentials.

You will immediately alert Solutions in a Box to any unauthorized use of Your Registration information or credentials by e-mailing Solutions in a Box at support@boostideal.com.

17. Warranty Disclaimer and Limitation of Liability

YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE PLATFORM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER SOLUTIONS IN A BOX NOR ITS SUPPLIERS, DISTRIBUTORS, OR CUSTOMERS, NOR ANY OF THEIR RESPECTIVE RELATED PARTIES, MAKES OR HAS MADE ANY REPRESENTATION, WARRANTY, ASSURANCE OR PROMISE OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PLATFORM, ITS USE, OR THE RESULTS OF SUCH USE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SOLUTIONS IN A BOX EACH EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, PAST OR PRESENT, EXPRESS OR IMPLIED, WHETHER STATUTORY, COMMON-LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

UNDER NO CIRCUMSTANCES WILL SOLUTIONS IN A BOX OR ANY OF ITS RELATED PARTIES BE LIABLE TO ANY PERSON OR ENTITY UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TREBLE, PUNITIVE, OR EXEMPLARY DAMAGES OR STATUTORY OR CIVIL PENALTIES OF ANY KIND-INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF CURRENT OR PROSPECTIVE OPPORTUNITIES, OR LOSS OF MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM THESE TERMS, THE PERFORMANCE OF THESE TERMS, OR IN ANY WAY CONNECTED TO THESE TERMS, INCLUDING, BUT NOT LIMITED TO, IN ANY WAY CONNECTED TO THE INSTALLATION, SETUP, CONFIGURATION, USE MAINTENANCE, PERFORMANCE, DEFECT, FAILURE, OR INTERRUPTION OF THE PLATFORM OR ANY PRODUCT OR SERVICE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), EVEN IF SOLUTIONS IN A BOX, OR ANY RELATED PARTY, IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE TERMS OF THIS SECTION, SOLUTIONS IN A BOX OR ANY OF ITS RELATED PARTIES IS FOUND TO BE LIABLE UNDER ANY THEORY OR IN ANY ACTION, SUCH LIABILITY (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES OR REMEDY OR OTHER CAUSE OF ACTION OR LEGAL RIGHT) IS AND WILL BE LIMITED EXCLUSIVELY TO A MAXIMUM OF ONE THOUSAND U.S. DOLLARS ($1,000.00) IN THE AGGREGATE. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS PROVIDED IN THIS SECTION SHALL APPLY EVEN IF ANY OR ALL PRODUCTS, SERVICES, OR OTHER ACTUAL OR POTENTIAL REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

Without limiting the foregoing, Solutions in a Box does not warrant or represent that the operation of the Platform will be uninterrupted or error-free or that any defect within the Platform will be corrected. Furthermore, Solutions in a Box does not warrant or make any representation regarding the results of Your use of the Platform in terms of capability, correctness, accuracy, reliability, or otherwise; that the Platform will meet Your requirements; or that the Platform is secure. No presentation, specimen, information, or advice—whether oral or written—given by Solutions in a Box, any representative of Solutions in a Box, any client, or any other person or entity will create a warranty.

For the avoidance of doubt, neither Solutions in a Box nor any of its Related Parties will have liability with respect to the content of the Platform, including with respect to errors or omissions contained in the Platform or any claim related to the following: libel, business interruption, personal injury, loss of privacy, disclosure of confidential information, or infringement or violation of any third-party’s rights of publicity, intellectual property, privacy, or moral right.

You release and waive all claims against Solutions in a Box and any of its Related Parties from any and all Claims or Losses arising out of Your use of the Platform. If You are a California resident, You waive any rights You may have under § 1542 of the California Civil Code—or any similar law or right—which reads: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You agree to release unknown claims and waive all available rights under California Civil Code § 1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, the release in this Section covers all such claims regardless of the negligence of Solutions in a Box or any of its Related Parties.

Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not apply to You. The limitations provided in these Terms are intended to apply to the fullest extent allowable under applicable law, and You acknowledge that the terms will be construed and enforced as necessary to limit Solutions in a Box’s and any of its Related Party’s possible liability to the amount set forth herein.

18. Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. Solutions in a Box does not warrant the accuracy, completeness, or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. Solutions in a Box disclaims all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Platform or by anyone who may be informed of any of its contents.

The Platform may include content provided by third-parties, including materials provided by other member users and third-party licensors, syndicators, aggregators, or reporting services. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Solutions in a Box, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Solutions in a Box. Solutions in a Box is not responsible, or liable to You or any third-party, for the content or accuracy of any materials provided by any third-parties.

19. Changes to the Platform

Solutions in a Box may update the content on the Platform from time to time, but its content is not necessarily complete or comprehensive. Any of the material on the Platform may be out of date at any given time, and Solutions in a Box is under no obligation to update such material.

20. Information About You and Your Visits to the Platform

All information collected on the Platform is subject to the Privacy Policy. By using the Platform, You consent to all actions taken by Solutions in a Box with respect to Your information in compliance with the Privacy Policy.

21. Partners or Affiliated Links from the Platform

The Platform (which includes Delivered Content) may contain links to other websites and resources provided by third-parties. Such links are provided for Your convenience only. Solutions in a Box has no control over the contents of those websites or resources. Solutions in a Box accepts no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third-party websites linked from the Platform, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.

Solutions in a Box may include referrals to third-party content, services (e.g., consultants or data providers), or products or other affiliated links. Solutions in a Box may receive compensation from the owners or operators of such content, services, products, or links. In the event that Solutions in a Box does receive compensation in connection with any such referral or affiliated link, it will identify the foregoing as either a paid referral or link or otherwise disclose the nature of the affiliation.

Solutions in a Box, or a third-party, may use the term “partnership”, “partner”, or a similar term to describe the relationship; however, the such terms refer only to the spirit of cooperation between the parties and do not describe or expressly or impliedly create the legal status of partners or joint venturers.

22. Indemnification

YOU AGREE TO, BY ASSUMING AND PAYING IMMEDIATELY ON DEMAND, INDEMNIFY, DEFEND, AND HOLD HARMLESS SOLUTIONS IN A BOX AND ALL OF ITS RELATED PARTIES FROM AND AGAINST ANY AND ALL ALLEGATIONS, NOTICES, CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, SUITS, ACTIONS, CHARGES, AND FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) (EACH INDIVIDUALLY A “CLAIM OR LOSS” OR COLLECTIVELY “CLAIMS OR LOSSES”) RESULTING FROM, ARISING FROM, OR IN CONNECTION WITH THE FOLLOWING: ANY CUSTOMER DATA, YOUR USE OF THE PLATFORM, YOUR VIOLATION OF THESE TERMS, OR YOUR INTERACTION WITH SOLUTIONS IN A BOX.

YOU AGREE AND ACKNOWLEDGE THAT SOLUTIONS IN A BOX WILL NOT DEFEND, INDEMNIFY, OR HOLD HARMLESS YOU IN ANY WAY IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR YOUR USE OF THE PLATFORM, INCLUDING IN CONNECTION WITH AN UNAUTHORIZED PARTY ACTING ON YOUR BEHALF.

23. Security and Privacy

Solutions in a Box seeks to protect data provided to or through the Platform from unauthorized access, use, and disclosure using appropriate physical, technical, organizational, and administrative security measures based on the type of data and how Solutions in a Box processes that data. However, the Platform is subject to several factors that Solutions in a Box cannot control (e.g., communication lines over the internet); as such, Solutions in a Box cannot guarantee that the Platform will be absolutely secure.

You acknowledge and agree that the internet is neither more nor less secure than other communications media, including mail, facsimile, and telephone services—all of which can be intercepted and otherwise compromised.

You have been advised and agree to assume that all unencrypted internet communications, including e-mail, are not secure. You agree that Solutions in a Box is not liable or responsible for any loss in connection with the third parties’ unauthorized access to your systems, e-mail, or other data or communications.

24. Consent to Electronic Communications and Information You Provide

By providing Solutions in a Box with Your e-mail address, You consent to receive unencrypted and unsecured e-mail communications from Solutions in a Box. You agree that any notices, agreements, disclosures, or other communications that Solutions in a Box provides to You by e-mail or other electronic means (including through the Platform) satisfy any legal communication requirements.

Solutions in a Box has the right, but not the duty, to monitor Your use of the Platform, including any information You provide. Any information You send to Solutions in a Box by e-mail may be misdirected or intercepted by unintended recipients, and thus it may not constitute a confidential medium of communication. If You have confidentiality concerns, You will use an alternative mode of communication and not transmit any sensitive or confidential information to Solutions in a Box via e-mail.

The Platform may provide You the option to communicate with Solutions in a Box through electronic communications such e-mail, contact forms, chat windows, etc.. These option are, or will be, provided solely for Your convenience, and may not be secure. By using any electronic communications, You agree that Solutions in a Box is not responsible for the privacy of any messages. Solutions in a Box does not warrant the confidentiality or security of any electronic transmission.

You are responsible for all information You send through or to the Platform. This means that You agree not to transmit information that is illegal, threatening, libelous, defamatory, obscene, ethnically or racially offensive, discriminatory, profane, invasive of the rights of publicity or privacy of another person, or violates any law, confidentiality agreement, or legal right of any person or entity. Solutions in a Box may edit, delete, modify, or ban such information and take necessary legal action.

25. Confidentiality

“Solutions in a Box Confidential Information” means any non-public information belonging to, or in the possession, custody, or control of Solutions in a Box or any of its Related Parties and includes information related to the Platform (e.g., contained or stored in or on the Platform). “Solutions in a Box Confidential Information” also includes instructions or feedback provided by the Platform, information associated with the Solutions in a Box services or Software as well as Solutions in a Box’s or any of its Related Parties’ business plans, sensitive information, trade secrets, know-how, inventions, techniques, data, research, developments, specifications, samples, patterns, designs, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, customer lists, personal information, financial information, strategic information, historical data or data analyses, operational information, business plans, sales and marketing plans, or other non-public information and all other information disclosed to You via the Platform. “Solutions in a Box Confidential Information” does not include any information that, without breach of these Terms, breach of any other obligation or agreement by any individual or entity, or other wrongful or unreasonable act (i) is or becomes a part of the public domain; (ii) based upon conclusive, documentary evidence, was known to You at the time You received it from Solutions in a Box; or (iii) is independently developed by You without reference the Solutions in a Box Confidential Information. In the event of any dispute as to whether specific information is within one or more of the exceptions set forth above, You will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception. Even if Solutions in a Box Confidential Information may fall under one of the foregoing exceptions, You will not disclose to any third-party that such information is used in any way by Solutions in a Box or any of its Related Parties, the manner in which such information is used, or that the information is considered a trade secret of Solutions in a Box or any of its Related Parties. You will not attempt to use any such information, or other Solutions in a Box Confidential Information, as a guide or reference to assemble publicly available pieces of information together or to argue that such information is not Solutions in a Box Confidential Information.

You will use Your best efforts to preserve and protect the confidentiality of the Solutions in a Box Confidential Information at all times, both during the term of these Terms, and for a period of at least five (5) years after termination of these Terms; provided, however, that You will keep confidential in perpetuity all computer code or source code, all Solutions in a Box Confidential Information stored in Solutions in a Box databases, and all trade secrets of Solutions in a Box or any of its licensors or Related Parties. For the avoidance of doubt, the restrictions set forth above (including in Section 12 (Restrictions on Use)) will survive the termination of these Terms in perpetuity.

You will not use or disclose any Solutions in a Box Confidential Information other than solely and directly in the ordinary course of using the Platform. You will not use or disclose any Solutions in a Box Confidential Information for any purpose following expiration or termination of these Terms. As a non-limiting example, You will not incorporate, seek to incorporate, or allow to be incorporated any Solutions in a Box Confidential Information into any intellectual property or development of any person or entity other than Solutions in a Box, including into any joint intellectual property or development.

You will notify Solutions in a Box in writing immediately upon discovery of any unauthorized use or disclosure of Solutions in a Box Confidential Information or any other breach of these Terms by anyone and will cooperate with Solutions in a Box in every reasonable way to regain possession of Solutions in a Box Confidential Information and prevent any further unauthorized use.

Except to the extent prohibited by applicable law: upon request of Solutions in a Box, You will promptly return (or destroy, if requested by Solutions in a Box) all Solutions in a Box Confidential Information and all materials incorporating or referencing any of the foregoing. If requested by Solutions in a Box, You will provide a written certification, signed under penalty of perjury, to Solutions in a Box that You have done so. If Solutions in a Box makes no request for Solutions in a Box Confidential Information to be returned or destroyed, You will permanently destroy each and all of the foregoing Solutions in a Box Confidential Information within seven (7) calendar days following termination or expiration of these Terms.

If You are legally required to disclose any of the Solutions in a Box Confidential Information, then, prior to such disclosure, You will assist Solutions in a Box in (i) seeking a stipulation or entry of a protective order to prevent disclosure or, if prevention is not reasonably practicable, to limit disclosure; (ii) if disclosure is required, seeking a stipulation or entry of a confidentiality order to protect the information required to be disclosed; (iii) cooperate with the Solutions in a Box to facilitate Solutions in a Box’s review, prior to disclosure, of all Solutions in a Box Confidential Information to be disclosed for responsiveness, privilege, confidentiality, and privacy; and (iv) at all times undertake all reasonable efforts to protect and limit the amount and extent of Solutions in a Box Confidential Information that must be disclosed, including providing confidentiality designations or stamps and redactions requested by Solutions in a Box. In all circumstances, You will disclose the Solutions in a Box Confidential Information only to the minimum extent necessary to comply with the applicable legal requirements.

26. Submissions of Information

Do not send Solutions in a Box any ideas, suggestions, materials, concepts, or other information (collectively “Submitted Information”) unless specifically requested by the Platform or Solutions in a Box. Any Submitted Information sent to Solutions in a Box will become the sole property of Solutions in a Box, and You do and will disclaim and waive any intellectual property right, and any other right or ownership, in or to such Submitted Information, including disclaiming and waiving all rights of publicity or privacy associated with such information. This means that Solutions in a Box will have unrestricted use of the Submitted Information for Solutions in a Box’s personal and commercial purposes. Solutions in a Box will not compensate You and will not be liable to You or any other provider of the Submitted Information.

If You send Submitted Information to Solutions in a Box, You represent and warrant that (i) it is original to You; (ii) it does not contain or violate the intellectual property or other legal rights or any person or entity, and (iii) that You have the right to disclose and submit it to Solutions in a Box without any confidentiality or other obligations. You acknowledge and agree that You have no recourse against Solutions in a Box for any alleged or actual infringement or misappropriation of any proprietary right in any Submitted Information.

Solutions in a Box is not obligated to maintain the confidentiality of any Submitted Information submitted, and Solutions in a Box disclaims any liability that may result from its disclosure of any Submitted Information submitted in violation of its policy.

27. Solutions in a Box’s Entitlement to Injunctive Relief

You acknowledge and agree that the Solutions in a Box Confidential Information is, and will be, of special and unique character, which gives it a peculiar and economic value, and that any breach of these Terms, or access to or disclosure of such information, cannot and will not be adequately compensated by damages in an action at law, will lead to damages that are difficult or impossible or calculate or measure, and will cause Solutions in a Box immediate and irreparable harm and injury. Accordingly, Solutions in a Box will be entitled, in addition to all other remedies available at all, to a restraining order, injunction, specific performance, and other equitable relief necessary to redress any actual or threatened breach of these Terms regardless of any applicable legal standard for the issuance or grant of the foregoing. By way of non-limiting example, You will and do hereby waive any requirement that Solutions in a Box submit proof of the economic value of any Solutions in a Box Confidential Information or post a bond or any other form of security. Nothing contained herein will be construed as a waiver by Solutions in a Box of any other rights or remedies under the law or in equity.

28. Deadline for Claims or Causes of Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action You may have arising out of or related to any use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

29. Choice of Law

The laws of the state of Delaware, without giving effect to its conflict of law principles, govern all adversarial proceedings arising out of these Terms. Subject to the dispute resolution provisions set forth below, if You take legal action against Solutions in a Box or any of its Related Parties in connection with any action or dispute relating to these Terms, You will file such action only in a dispute resolution entity or state or federal court in Delaware.

30. Dispute Resolution

You agree that You will promptly (but within no more than fourteen (14) business days) notify Solutions in a Box in writing of any dispute You have with Solutions in a Box regarding these Terms, Solutions in a Box, or the Platform. You will provide in writing a detailed explanation of the bases for Your contentions in connection with any dispute and will provide such written notice and explanation at least ninety (90) calendar days before commencing any legal action or third-party dispute resolution services. You agree to negotiate in good faith with Solutions in a Box during those ninety (90) calendar days to seek to resolve the dispute.

If the dispute is not resolved within ninety (90) calendar days after the initial notice, then the parties agree to resolve the dispute through final binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement in accordance with the terms of this Section and to the extent permitted by law. The arbitration will be conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) (or, if JAMS is not available, by a commercial arbitration entity of similar reputation and capability) by a single arbitrator in English, and the arbitration proceedings will be conducted at a location of Solutions in a Box’s choosing. The disputes will be subject to JAMS’ Comprehensive Arbitration Rules and Procedures. The parties agree to treat the arbitration proceedings and any related discovery as strictly confidential. The terms of this Section govern in the event they conflict with the rules of JAMS. The arbitration award will be in writing and will contain findings of fact and conclusion of law and will set forth the nature, amount, and manner of calculation of damages. The award will be final and non-appealable. Accordingly, the parties hereby expressly waive their constitutional and other rights to a trial by judge or jury. The parties agree that this agreement to submit claims to binding arbitration does not cover claims solely for injunctive relief or equitable relief as to which claims, and only as to which claims, it is understood and agreed that either party may seek and obtain injunctive relief from a court of competent jurisdiction as a provisional remedy pending appointment of an arbitrator if applicable.

There will be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including as a private attorney general).

Other than as set forth in Section 31, all administrative fees and expenses of arbitration will be divided equally between You and Solutions in a Box. Each party will bear the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at the arbitration hearing.

Notwithstanding the foregoing, Solutions in a Box may seek injunctive or other equitable relief to protect its Solutions in a Box Confidential Information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction at any time and without following the dispute resolution procedures otherwise set forth above.

31. Attorneys’ Fees

Notwithstanding the foregoing, Solutions in a Box will be entitled to collect its reasonable attorneys’ fees and other costs and expenses incurred (i) in seeking an injunction (or other legal or equitable relief) to protect its Platform, Software, other computer code or source code, Solutions in a Box Confidential Information, Marks, or any other of its intellectual property; (ii) in, on a claim-by-claim basis, defending against any claim brought by You against Solutions in a Box in which You do not prevail following the exhaustion of all final appeals or potential appeals; or (iii) in collecting fees or payments due by You to Solutions in a Box.

32. Export Regulation

The Platform may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.

33. United States Government Rights

The Platform is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if You are an agency of the United States Government or any contractor therefor, You receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other United States Government licensees and their contractors.

34. Other Provisions

The Section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference will be derived therefrom.

You may not assign, novate, or otherwise transfer any rights, obligations, or other provisions of these Terms or Your Registration to any other person or entity. Solutions in a Box, however, may transfer, assign, or novate any rights, obligations, or provisions of these Terms at any time without notice to or consent from You.

You agree that: (i) if any provision of these Terms is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded; (ii) if an unenforceable provision is modified or disregarded in accordance with this Section, then the rest of these Terms will remain in effect as written; and (iii) that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

No waiver by Solutions in a Box of any of any privacy policy or these Terms will be effective unless it is in writing and signed by an authorized representative of Solutions in a Box. No such waiver will be deemed a further or continuing waiver of such term or any other term or condition of use.

These Terms, and the policies and agreements incorporated in them, constitute the entire agreement between You and Solutions in a Box as it relates to Your use of the Platform. Neither Solutions in a Box nor any of its Related Parties has made any promises, statements, or assurances other than as expressly set forth herein. You acknowledge and represent that You have not relied, and will not rely, on any promises, statements, or assurances other than as expressly set forth herein. You do not have, will not have, and will not assert any claim based on any implied term, provision, promise, statement, or assurance.

The relationship between Solutions in a Box and You is that of licensor and licensee, and it is not the purpose or intention of these Terms or of the parties to create a partnership, joint venture, principal-agent, or other relationship for any purpose whatsoever. To the extent any terms are used by Solutions in a Box or You that might suggest otherwise, it is expressly understood that they refer only to the spirit of cooperation and do not describe or expressly or impliedly the legal status of licensor and licensee under these Terms.