Effective Date: Jan 19, 2023
License and Support Terms For subscription customers
In accordance with the terms herein, BoxLock Inc (“BoxLock”) grants to the Customer identified in the associated Product Subscription (“Customer”) and its affiliates, and Customer accepts from BoxLock, a non-exclusive, non-transferable, worldwide right and license during the Term to use BoxLock’s Technology (as defined below), solely for Customer’s and its affiliates’ business purposes.
Except for the limited license granted herein, all rights, title and interest in the Technology and Software (as defined below), including all intellectual property rights therein and any improvements, modifications or derivative works thereto shall belong to BoxLock. Except as expressly set forth in this Agreement or as expressly authorized by BoxLock in writing, Customer shall not:
sell, lease, license, sublicense, distribute or otherwise transfer in whole or in part the Technology or any related documentation to any third party;
interfere with or disrupt the integrity or performance of the Technology or attempt to gain unauthorized access to the Technology or its related systems or networks;
translate, modify or create derivative works based upon the Technology or copy, reverse engineer, decompile, disassemble, or otherwise attempt to derive the Technology;
merge the Technology with any other software or documentation not approved in writing by BoxLock,
remove, alter or obscure any product identification, titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the intellectual property rights and/or BoxLock’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the Technology; or
market or advertise the Technology or otherwise utilize any of BoxLock’s service marks or trademarks without obtaining BoxLock’s prior express written consent.
Except for any data provided by Customer to BoxLock, all non-public information, including without limitation all data, drawings, specifications, documentation, software listings, source or object code, tracking and performance data, which BoxLock may have imparted and may from time to time impart to Customer relating to the Technology is proprietary and confidential (“BoxLock Confidential Information”) and title thereto remains in BoxLock. All non-public information, including without limitation, any information regarding Customer's business or business plans, products, services, customers, potential customers, suppliers, vendors, cost and pricing data, databases, processes, or designs, which Customer may have imparted and may from time to time impart to BoxLock relating to the services and items to be provided by BoxLock under this Agreement is proprietary and confidential ("Customer Confidential Information") and title thereto remains in Customer. Each party agrees to protect the Confidential Information of the other with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Each party further acknowledges and agrees that unauthorized disclosure, use or copying of the Software or other BoxLock Confidential Information or the unauthorized disclosure or use of the Customer Confidential Information in contravention of this Agreement may cause the other party irreparable injury. Accordingly, in the event of any unauthorized disclosure, or use or copying of the BoxLock Confidential Information by Customer, each party agrees that the other shall have the right to seek injunctive or other equitable relief. Furthermore, violation of any provision of this paragraph shall be the basis for termination of this Agreement. Upon termination of this Agreement, the receiving party agrees to return or delete any Confidential Information of the disclosing party in its possession and make no further use of the same.
Warranty: BoxLock represents and warrants to Customer that, for a period of twelve (12) months from date of purchase:
All Product supplied hereunder shall be free from any defects in design, workmanship or materials, shall not be adulterated or misbranded, shall be fit for the uses for which the Product is normally intended and for any specific or special purpose or use which BoxLock knows or reasonably should know is contemplated by Customer
Software contained in or related to the Product will perform in accordance with its applicable specifications and purpose;
the use of all Product shall not infringe or otherwise misappropriate any third party rights, including any third party Intellectual Property Rights; and
BoxLock shall directly provide reasonable tech support, trouble-shooting, and other customer service support to Customer in accordance with BoxLock’s current support guidelines.
In the event BoxLock violates the warranties set forth in Sections 4(a), 4(b) or 4(d), Customer’s remedy shall be to have BoxLock modify, repair, or replace the Product or Software until it complies with these terms.
EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW OR EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS OF PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.
Customer and BoxLock shall abide by all applicable local, state, national and foreign laws, treaties and regulations, including those related to data privacy, international communications and the transmission of technical or personal data, and shall notify the other immediately of any other known or suspected breach of security, in each instance, as it pertains to the other party’s data.
Except for a party’s indemnification obligations set forth herein or arising from a violation of Section 3, (a) in no event will either party, its employees, contractors, agents or distributors be liable to the other party for any indirect, special, incidental, punitive or consequential damages of any kind, or for loss of use, data or profits, however caused, whether for breach of contract, negligence or otherwise, and regardless of whether such party has been advised of the possibility of those damages, including without limitation, such damages arising from the use or inability to use the Technology, or any results obtained from or through the Software and/or the Technology; (b) BoxLock will not be liable for any delays, interruptions or performance related issues caused by Customer, a third-party or matters outside of BoxLock’s reasonable control; and (c) in no event shall the liability of either party for any damages relating to this Agreement exceed the then current Total Fees payable by Customer for the Technology.
BoxLock at its own expense will indemnify, defend and hold Customer and its affiliates, and each of their respective directors, officers, employees, agents and assigns, harmless from and against any and all third-party claims, causes of action, losses, damages, injuries, liabilities, costs and expenses, including attorneys’ fees and costs, judgments and any amounts paid in any settlement, arising out of or in connection with (a) any actual or alleged unauthorized use or disclosure of Customer data in violation of the terms of this Agreement or applicable law; and (b) any assertion that the use of the Technology by Customer as authorized by this Agreement violates the intellectual property rights of a third-party. Customer will promptly notify BoxLock in writing of such claim and, for any claims, BoxLock shall have the right to control the defense of all such claims, lawsuits and other proceedings and Customer shall have the right to participate, at its own expense, in the defense and/or settlement of any such claims, lawsuits and other proceedings. In no event shall Customer settle any such claim, lawsuit or proceeding without BoxLock’s prior written consent. If a third-party claims the Technology violates its intellectual property rights or BoxLock believes that the Technology is likely to become the subject of such a claim, BoxLock at its option and expense may procure the right for Customer to continue to use the Technology, or replace or modify the Technology so as to make it non-infringing. If neither of these two options is reasonably practicable, BoxLock may refund only the portion of the Total Fees paid for the remaining period of the then-current term.
All custom modifications to the Technology, other than the build and configuration set forth in the Product Subscription, shall be undertaken by BoxLock at its then-current time and materials charges. For each custom modification requested, Customer shall provide written specifications to BoxLock, which shall be mutually agreed upon prior to commencement of such custom modification effort.
The construction and interpretation of this Agreement shall at all times and in all respects be governed by and construed according to the laws of the State of Georgia without regard to any conflict of law provisions thereof. The parties agree to bring any and all disputes relating to this Agreement in a federal or state court located in Georgia and hereby irrevocably submit to the exclusive jurisdiction of such courts.
This Agreement constitutes the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral with respect to the subject matter hereof. The parties are independent contractors and neither party is an agent, servant, representative, partner, joint venturer or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. No amendment, modification, waiver or discharge of any provision of this Agreement shall be valid unless made in writing and signed by the party against whom enforcement is sought. No failure or delay by either party to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by both parties. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired and remain in full force and effect. BoxLock may not assign, transfer, convey or subcontract this Agreement, or any rights or obligations hereunder, to any other party without Customer’s prior written consent; provided that BoxLock may assign this Agreement in its entirety to a successor in the event of any sale of all or substantially all of the business of BoxLock whether by sale of assets, merger, reorganization or otherwise. BoxLock shall not use Customer’s or its affiliates’ name, service or trademarks or logos or otherwise identify or refer to Customer or its affiliates in any press releases, publicity, marketing, online platforms or promotional material, unless approved in advance by Customer in writing, in each instance. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, sent via email (with confirmation of receipt), or via an overnight courier, to the applicable party at the addresses set forth herein.
The following terms used herein shall have the meaning set forth below:
“Agreement” means the License and Support Terms together with the corresponding Product Subscription between Customer and BoxLock.
“Total Fees” means the fee(s) payable by Customer pursuant to the Product Subscription executed between Customer and BoxLock. BoxLock reserves the right to increase the Fees due at the end of the Term of any Product Subscription.
“Software” means the software supplied by BoxLock for the operation of the Technology, and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software that Customer is entitled to receive under the Product Order and that has been provided to Customer by BoxLock shall also mean Software for purposes of this Agreement.
“Technology” means and refers to any and all products, software, hardware, data reports, and any other agreed-upon services provided pursuant to the Product Subscription and/or this Agreement.
“Product” means any product or hardware set forth in the Product Subscription and delivered by BoxLock to Customer.
“Product Subscription” means the items, pricing, term, and payment terms set forth on any Invoice sent from BoxLock to Customer that customer accepts and pays.
“Term” means the period beginning with the Invoice Date and continuing, unless earlier terminated, for so long as Customer pays the applicable monthly fees;