Terms of Service

This End User License Agreement ("EULA") is a legal agreement between you ("Licensee" or "you") and IdeaBoxAI under which IdeaBoxAI grants licenses regarding computer software, associated media, printed materials, and online or electronic documentation.

We license use of the Software, Documentation, and any Consultancy Deliverable to you based on this EULA. We do not sell the Software, Documentation, Consultancy Deliverables, or Specification to you. We remain the owners of the Software, Documentation, Consultancy Deliverables, and Specification at all times.

By installing, copying, downloading, or using the Software or any Consultancy Deliverable, you agree to be bound by all terms and conditions of this EULA.

Version: 1.1.2 | Date: 1 March 2025

"IdeaBoxAI" means IdeaBoxAI Inc., whose registered office is at 150 Preston Executive Drive, Suite 201, Cary, NC 27513, United States. (For UK/EU users: Javlin Ltd., Co. reg. no. 08213115, trading as IdeaBoxAI, 10 Lonsdale Gardens, Tunbridge Wells, Kent, TN1 1NU, England.)

"Software" means the machine-readable (object code) version of IdeaBoxAI Studio, IdeaBoxAI Server, IdeaBoxAI Cluster, and/or IdeaBoxAI Wrangler (US/ROW) or IdeaBoxAI Agent (UK/EU) computer programs licensed to you, including all Updates.

"License Key" means the license file provided by IdeaBoxAI that activates the Software for the named individual or company registrant.

"Seat" means an individual named user of the Software.

"DXU" means a unit of usage purchased by the Licensee as described in the Quotation or Purchase Order.

"Support" means the basic software maintenance and support services provided by IdeaBoxAI (IdeaBoxCARE for UK/EU users).

"Updates" means new releases, bug fixes, enhancements, and upgrades of the Software provided under the Support Policy.

"Evaluation Period" means the free-of-charge trial period of 45 days from activation (or such other period agreed by IdeaBoxAI in writing).

"Consultancy Deliverable" means additional development services relating to the Software performed by IdeaBoxAI on a consultancy basis, documented under a separate Purchase Order or Quotation.

"Confidential Information" means the Software (object and source code), Documentation, Consultancy Deliverables, and all related technical and financial information marked as confidential or that a reasonable person would understand to be confidential.

Subject to the terms of this EULA, IdeaBoxAI grants you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license during the Term to install and use the Software in executable code form only, solely for your internal business purposes.

Documentation: You may use and copy Documentation as reasonably necessary for your lawful use of the Software.

Scope of Use:

• IdeaBoxAI Studio — Licensed to the named individual; may be installed on no more than two Computers.

• IdeaBoxAI Server — May only be installed on one Computer.

• IdeaBoxAI Cluster — Licensed for installation on the specific number of Computers defined in the Purchase Order or Quotation.

• IdeaBoxAI Wrangler — 1 Seat per license purchased.

• The cumulative total of all Studio Seats, Server Cores, and Cluster Cores must not exceed the number of DXUs purchased.

IdeaBoxAI reserves all rights not expressly granted to you.

IdeaBoxAI may permit you to use the Software for evaluation purposes for a period of 45 days from activation (the "Evaluation Period"), subject to the terms of this EULA.

• Evaluation versions are not free software.

• IdeaBoxAI may terminate the Evaluation Period at any time at its sole discretion.

• Upon expiration, the Software must be removed from your Computer.

• Output generated during the Evaluation Period ("Evaluation Output") may not be used for internal or commercial purposes and must be destroyed — unless the Evaluation License is converted to a full commercial license.

• The Evaluation License may be converted to a commercial license upon payment of the applicable License Fees.

During an Evaluation, only Sections 1, 3, 4, 6, 8, 9, 11, 12, 16, and 17 of the EULA apply. Evaluations are provided "as is" without any warranties.

You shall not, directly or indirectly, attempt to, or permit anyone else to:

• Reverse engineer the Software or attempt to derive source code, algorithms, or non-public APIs

• Sublicense, resell, rent, lease, loan, distribute, or transfer rights or usage to the Software or any derivative work

• Copy the Software except for a single backup or archival copy for disaster-recovery purposes

• Remove or alter any copyright, trademark, or proprietary notice in the Software

• Use the Software for third-party training, commercial time-sharing, service bureau, or application services

• Publish or disclose any analysis of the Software's operation, including performance benchmarking results

• Combine the Software with, or incorporate it into, any other software programs

Your Obligations: Keep all copies of the Software secure; maintain accurate records of the number and locations of all copies; include IdeaBoxAI's copyright notice on all entire and partial copies made on any medium.

License Fees are those specified in the Purchase Order or Quotation.

Payment Terms: Invoices are due within 30 days of the invoice date, unless otherwise specified. You must provide valid bank details on the Effective Date and authorize IdeaBoxAI to bill that account at the start of each term and on each renewal date.

Price Adjustments: Starting from the first anniversary of the Effective Date and every six months thereafter, IdeaBoxAI may increase License Fees by the average CPI inflation rate over the preceding six months plus up to 3%. IdeaBoxAI will provide 60 days' prior notice of any such increase.

Non-Payment: If you are delinquent in payment or in material breach of this EULA, IdeaBoxAI may (at its discretion) withhold access to the Software, render it unusable, require prepayment, or withhold Support until full payment is received.

Taxes: All prices are exclusive of taxes. You are responsible for all applicable taxes (excluding taxes on IdeaBoxAI's net income), including sales and use taxes, duties, and excise taxes.

The Software will be delivered by electronic download (and may require a License Key), unless otherwise agreed. You are responsible for installation unless otherwise agreed.

The Software is deemed accepted upon delivery.

Where you place orders with an Affiliate of IdeaBoxAI, you shall pay invoices issued by that Affiliate directly, and the delivery terms agreed with that Affiliate shall apply.

IdeaBoxAI provides Support for one year after delivery, unless otherwise specified in the Purchase Order. Additional Support may be purchased after the initial period.

Software Updates: When a new version is provided, you may use the previous version for a 60-day transition period without charge. Afterwards, the previous version must be removed. The previous version may not be transferred to any other person without also transferring the new version.

IdeaBoxAI reserves the right to stop providing Support or Updates at any time upon reasonable notice (this does not affect your right to use the Software as licensed), to discontinue Support for specific versions, and to subcontract Support obligations to third parties.

IdeaBoxAI's Rights: The Software and Documentation are licensed, not sold. IdeaBoxAI owns and retains all intellectual property rights in the Software, Documentation, and Consultancy Deliverables on a worldwide basis.

Your Rights in Output: As between IdeaBoxAI and you, you own the output you create using the Software, excluding Evaluation Output.

Consultancy Deliverables: IdeaBoxAI owns all IP in Consultancy Deliverables. IdeaBoxAI grants you a non-exclusive, non-transferable license to use the Consultancy Deliverables solely for your internal business operations during the term. You grant IdeaBoxAI a non-exclusive, worldwide, royalty-free license to use your Licensee Material solely for the purpose of providing the Consultancy Deliverables.

Trademark License: During the term, you grant IdeaBoxAI a non-transferable, non-exclusive license to reference you as a Software user in marketing materials (e.g., website, press releases).

Restrictions on Consultancy Deliverables: You may not reverse engineer, copy, distribute, commercialize, or use Consultancy Deliverables to build a competing product or service.

Each party agrees to use the other party's Confidential Information solely for the purposes of this EULA; not disclose it to third parties except to employees, contractors, and advisors who need to know and are bound by equivalent confidentiality obligations; and exercise at least reasonable care to protect it.

Exceptions: Confidentiality obligations do not apply to information that was rightfully in the Receiving Party's possession without confidentiality obligations; becomes publicly available without breach of this EULA; is rightfully obtained from a third party without restrictions; is independently developed; or must be disclosed pursuant to a valid court or government order.

Duration: Confidentiality obligations continue for 3 years from the date Confidential Information is last disclosed, or the date of termination or expiry of this EULA, whichever is later.

Limited Warranty: IdeaBoxAI warrants that for 60 days from initial delivery, the Software (used in accordance with the Documentation) will operate in material conformity with the Documentation. The same 60-day warranty applies to Consultancy Deliverables when used in accordance with the applicable Specification.

Warranty Remedies: If a nonconformity is reported within the warranty period, IdeaBoxAI will, at its sole discretion: (i) attempt to correct the nonconformity, or (ii) replace the nonconforming Software. If IdeaBoxAI cannot cure the breach, you may return the Software for a pro-rated refund of License Fees for the remaining Term.

Disclaimers: IdeaBoxAI does not warrant that the Software will meet all your requirements, be uninterrupted, or be error-free.

Limitation of Liability: To the fullest extent permitted by law, IdeaBoxAI shall not be liable for loss of profits, revenue, or business; business interruption; loss of anticipated savings; loss or corruption of data; loss of goodwill; or any indirect or consequential loss.

Liability Cap: IdeaBoxAI's maximum aggregate liability shall be limited to the License Fees paid by you under this EULA (or, for Consultancy Deliverables, the fees paid under the applicable Purchase Order).

Exceptions: Nothing limits IdeaBoxAI's liability for death or personal injury from negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

IdeaBoxAI will indemnify and hold you harmless (up to the amount of License Fees paid) from claims that the Software or Consultancy Deliverables infringe any third-party copyright, provided that you notify IdeaBoxAI in writing within 10 business days of becoming aware of any claim, IdeaBoxAI retains sole control of the defense and settlement, and you cooperate fully.

IdeaBoxAI has no indemnity obligation for infringement arising from: combination of the Software with third-party software or data not supplied by IdeaBoxAI; unauthorized use of the Software; modifications made by anyone other than IdeaBoxAI; your continued use after being notified of the alleged infringement; or your breach of this EULA at the time of the claim.

IdeaBoxAI complies with its Privacy Policy, available at www.ideaboxai.com/privacy.

Data Processing: IdeaBoxAI may process technical information about your Software use, including license numbers, activation status, IP address, hardware identification, operating system, and usage statistics to facilitate updates, support, invoicing, and online services.

Data Ownership: You own all data you input into the Software and have sole responsibility for its legality, reliability, integrity, accuracy, and security. You agree to indemnify IdeaBoxAI against any claims arising from data you input that may infringe third-party intellectual property rights.

IdeaBoxAI may conduct a software audit to verify your compliance with this EULA, subject to: at least 10 days' prior written notice; no more than once every 12 months; at a mutually acceptable time; in a manner that does not unreasonably disrupt your business; and during your normal business hours.

If an audit reveals a shortfall in payments, you must immediately remit the shortfall plus applicable late charges and IdeaBoxAI's reasonable audit costs. If the audit reveals an overpayment, IdeaBoxAI will promptly refund the overage.

Term: Unless otherwise specified in the Purchase Order, this EULA automatically renews for periods of the same duration. To terminate, either party must provide written notice at least 60 days before the end of the then-current one-year period. Legacy Licensees have a perpetual license unless terminated.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this EULA and fails to cure within 30 days of written notice, or becomes insolvent or enters bankruptcy or liquidation.

Early Termination: If terminated prior to the end of the Term, IdeaBoxAI may invoice you for License Fees that would have been payable for the remaining Term, due within 30 days.

Upon Termination: All rights granted to you end immediately; you must stop using the Software; pay all accrued sums; and delete or remove the Software from all computers and either return or destroy all copies (with written certification of compliance within 30 days). Accrued rights and liabilities are not affected.

You must comply with all applicable technology control and export laws and regulations. You may not export, re-export, or release the Software or Documentation to any country, jurisdiction, or person where such export is prohibited by applicable law (including US Export Administration Regulations).

By using the Software, you confirm that you are not acting on behalf of a person controlled by a government subject to US or applicable export prohibitions; you are not on any prohibited persons list; and you will not use the Software for any purpose prohibited by law.

Entire Agreement: This EULA (together with any Purchase Order or Quotation) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and negotiations.

Variation: No amendment is effective unless in writing and signed by both parties.

Assignment: You may not assign, transfer, or sublicense your rights under this EULA without IdeaBoxAI's prior written consent. IdeaBoxAI may freely assign its rights and obligations.

Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

No Partnership: This EULA creates no agency, partnership, joint venture, or franchise relationship. Each party is an independent contractor.

Force Majeure: Neither party is liable for delays or failures caused by events beyond their reasonable control (acts of God, war, terrorism, fire, etc.). If such an event lasts more than 30 days, either party may terminate by written notice.

Survival: Provisions that by their nature should survive termination — including confidentiality, IP ownership, limitation of liability, and governing law — remain in full force after expiry or termination.

US & Rest of World: This EULA is governed by the laws of the Commonwealth of Virginia, U.S.A. (excluding conflicts of law principles). Disputes shall be brought in the United States District Court for the Eastern District of Virginia, Alexandria Division, or the courts of the Commonwealth of Virginia in Fairfax County. The prevailing party is entitled to reasonable attorneys' fees and costs.

International Licensees (outside US): Disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC), with arbitration in London, UK. The arbitration shall be conducted in English. Awards are final and binding.

UK & European Union: This EULA is governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

This EULA specifically excludes the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA).