Terms of Service

Services Terms Agreement

These Consulting Services Terms govern Consulting services provided by Ideaboxai, except where Ideaboxai and the Customer have executed a separate services agreement which is referenced in an SOW or another form form (“Services Agreement”). Consulting services are subject to the Services Agreement and as applicable: i) the description of services in the Consulting Services Terms, and ii) a Statement of Work or Order Form (collectively, the “Agreement”). Ideaboxai and Customer are from time to time referred to as a “Party” and collectively as the “Parties.” 

 

1. Definitions

1.1 Definitions. “Affiliate” means, with respect to a Party, any entity which controls, is controlled by, or is under common control with such Party, where “control” means the legal, beneficial or equitable ownership of at least a majority of the aggregate of all voting equity interests in such entity, but only for so long as such control exists. 

1.2 “Confidential Information” means non-public information that is disclosed by or on behalf of a Party under or in relation to this Agreement that is identified as confidential at the time of disclosure or should be 

reasonably understood to be confidential or proprietary due to the nature of the information and/or the circumstances surrounding its disclosure. Confidential Information does not include information which, and solely to the extent it: (i) is generally available to the public other than as a result of a disclosure by the receiving Party or any of its representatives; (ii) was known or becomes known to the receiving Party from a source other than disclosing Party or its representatives without having violated any confidentiality agreement of the disclosing Party; (iii) is independently developed by the receiving Party without the benefit of any of the disclosing Party’s Confidential Information; or (iv) was disclosed by the disclosing Party to a 

third party without an obligation of confidence. In any dispute concerning the applicability of these exclusions, the burden of proof will be on the receiving Party and such proof will be by clear and convincing evidence. 

1.3 “Consulting Services” means any consulting services performed by Ideaboxai under these Terms and any applicable order form or statement of work (“SOW”). 

1.4 “Documentation” means the then-current user documentation for the Software, including 

www.Ideaboxai.com/product-terms. 

1.5 “Export Control Laws” means export control laws and regulations of the U.S., E.U., and other governments, as well as regulations declared by the U.S. Department of the Treasury Office of Foreign Assets Control, the U.S. Department of Commerce, the Council of the E.U. and their counterparts under applicable law (“Export Control Laws”), including all end user, end-use and destination restrictions imposed by such Export Control Laws. 

1.6 “Relevant Personal Data” means any Personal Data for which the Customer (and/or any Customer Affiliate) is the Data Controller and for which Ideaboxai (and/or any Ideaboxai Affiliate and/or sub-contractor of Ideaboxai) is a Data Processor. For the avoidance of doubt, Relevant Personal Data does not include personal data for which Ideaboxai, or an Ideaboxai Affiliate is a Data Controller. The terms Personal Data, Processing (and its derivatives), Data Controller, Data Processor and Data Subject shall have the meanings given to them under applicable data protection laws including the General Data Protection Regulation (Regulation (EU) 2016/679), as amended from time to time, including any national enacting legislation thereto and/or all other relevant applicable laws.

1.7 "Services” means Consulting Services. “Software” means the generally available release of Ideaboxai software, in object code form, initially provided or made available to Customer as well as updated thereto that Ideaboxai elects to make available at no additional charge, pursuant to a separate agreement between the Parties. 

 

2. Provision of Consulting Services

2.1 Unless otherwise specified in the applicable order form or statement of work, Consulting Services will be provided on a time and materials basis, and the scope shall be limited to implementation, configuration, and Software enablement. 

2.2  This Agreement and the terms contained herein shall constitute the entire agreement between the parties for the provision of Consulting Services to the exclusion of any other terms and conditions (including those contained or referred to in any Customer purchase order or correspondence received by Ideaboxai before or after the date of this Agreement). 

2.3 Any changes to the terms of this Agreement may only be made in writing and executed by both Parties. 

2.4 Consulting Services are calculated based on the currency and location in which they are purchased and may only be used by the Customer entity that purchases such Consulting Services and in such location. No refunds or credits shall be provided for any unused prepaid Consulting Services following either the expiration of the Consulting Services term as identified in the applicable order form or statement of work or upon termination of the Agreement: (i) by Customer for any reason; or (ii) by Ideaboxai for Customer’s 

breach of the Agreement. If no term is identified in an order form or a statement of work, any prepaid Consulting Services will expire twelve (12) months from the date the order is placed. 

2.5 Any Consulting Services undertaken: (a) between 6pm and 6am Monday to Friday; or (b) on Sundays or a weekend or a statutory/public holiday will be charged at 200% of the quoted daily rate or if on Saturdays at 150%, respectively. 

2.6 Consulting Services may be provided at the facilities of Ideaboxai, its subcontractors, or Customer. A minimum of ½ day (4 hours) will be charged for all work at Customer’s facilities. Remote Consulting Services provided via phone, e-mail or remote access to Customer’s site will be charged at the standard hourly rate. 

2.7 Unless otherwise set forth in an order form or statement of work, fees for Consulting Services do not include expenses. Customer shall reimburse Ideaboxai for actual, necessary, and reasonable travel expenses incurred by Ideaboxai. Ideaboxai shall be responsible for providing copies of receipts for any expenses equal to or greater than twenty-five US dollars ($25.00) or its equivalent for verification purposes. 

 

3. Duties of Customer 

3.1 Cancellation. Customer acknowledges and agrees that any Consulting to be provided at Customer’s location have been reserved specifically for Customer. No refunds will be given for any cancellation made 

within less than ten (10) days of the scheduled start date and Customer must pay to Ideaboxai any non-refundable and/or non-cancellable expenses incurred or committed to by Ideaboxai, including air travel, if any on-site Services are rescheduled or cancelled with less than ten (10) business days’ notice. Rescheduling of any such Services is subject to availability of Ideaboxai personnel and Ideaboxai makes no commitment or guarantee that any such rescheduling can be accommodated. 

 

4. Payment 

4.1 Payment terms are net thirty (30) calendar days, pending credit approval, unless otherwise specified. Customer shall pay any fees due in accordance with the payment terms set forth in an Order Form or Statement of Work, or if none, within thirty days from receipt of invoice. Payments are non-cancelable, non-refundable, and non-creditable with no right of offset or suspension, except as otherwise expressly provided in this Agreement. Unless specifically agreed to by the parties, payments shall not be contingent on the issuance of a purchase order by Customer. 

4.2 The fees specified on an Order Form or SOW are exclusive of travel and expenses and do not include taxes, public fees, duties, deductions, or withholdings (collectively, “Taxes”). Any amounts payable by Customer to Ideaboxai under any other agreement or order, including but not limited to subscription fees, are not conditional on the delivery of Services. Customer is responsible for all travel or out-of-pocket expenses incurred by Customer’s personnel.

4.3 Customer (and its staff) shall reasonably cooperate with Ideaboxai in the performance of the Consulting Services and shall provide Ideaboxai with the information, feedback, instructions, consents, equipment and access to premises necessary to enable the timely performance of the Consulting Services by Ideaboxai in the manner provided herein. Customer shall be responsible for the completeness and accuracy of all information, data and material provided by Customer or its authorized representatives to Ideaboxai. 

4.4 Customer shall use all reasonable efforts to anonymize any Relevant Personal Data provided to Ideaboxai and provide access to such data only as necessary for Ideaboxai’s performance of the Consulting Services. Customer warrants that it has the necessary consents of the Data Subjects under applicable data protection laws to transfer to Ideaboxai and/or its Affiliates and/or its Subprocessor(s) any Relevant Personal Data and for the Processing purposes intended. 

4.5 Customer acknowledges that any timeframes set forth in an SOW are estimates only of the amount of time required by Ideaboxai for the provision of the Consulting Services and time shall not be of the essence. Customer will be invoiced for the actual (and not estimated) time spent in providing the Consulting Services to the Customer. 

4.6 Customer shall use all reasonable efforts to avoid and reduce damages and will make back-up copies of data on a regular basis and carry out security checks for the purpose of defending or detecting viruses and other disruptive programs within Customer's IT system. 

4.7  If Ideaboxai is to perform any Consulting Services at Customer’s site or location, Customer shall carry and maintain public liability insurance and employers’ liability insurance, covering its employees, suppliers and contractors engaged at its premises, in amounts no less than required by the applicable law. Customer shall be responsible to comply with all of Ideaboxai’s policies and procedures that have been identified to Customer, including but not limited to health and safety, access to Ideaboxai’s equipment and systems, and confidentiality (collectively, “Ideaboxai Policies” or individually, a “Ideaboxai Policy”). Ideaboxai reserves the right to remove from any Training Course or refuse to admit to any Training Course any participant who is not in compliance with any Ideaboxai Policy. 

 

5.  Intellectual Property

5.1 Intellectual Property; Evaluation; Usage Consulting Services. Customer retains all rights, title, and interest in and to its proprietary data (“Customer Data”) which may be used with the Software including all data that Customer elects to integrate into the Software or to display within a dashboard created with the Software. Ideaboxai retains all right, title, and interest in and to the Software and all deliverables resulting from performance of the Consulting Services, including all knowhow, methodologies, designs, and improvements to the Software, but excluding any Customer Data incorporated into any such deliverable. Ideaboxai hereby grants Customer a non-exclusive license to use any deliverables or work product created hereunder in connection with Customer’s authorized use of the Software. 

 

6. Warranty

6.1 Ideaboxai warrants that Consulting Services will be performed using reasonable care and skill consistent with generally accepted industry standards. For any claimed breach of this warranty, Customer must notify Ideaboxai of the warranty claim within thirty (30) calendar days of Customer’s receipt of the applicable Consulting Services. Customer’s exclusive remedy and Ideaboxai’s sole liability with regard to any breach of this warranty will be, at Ideaboxai’s sole option and expense, to either: (i) re-perform the non-conforming Consulting Services; or (ii) refund to Customer the fees paid for the non- conforming Consulting Services. Customer shall provide reasonable assistance to Ideaboxai in support of its efforts to furnish a remedy for any breach of this warranty. 

6.2 Ideaboxai will have no liability to Customer with respect to any warranty claim made pursuant to Section 5.1, or any obligation to correct any defect or problem with the Software, to the extent that it: (i) arises out of any use of the Software by Customer or its authorized Affiliates not in accordance with the Documentation; (ii) arises out of any modification or alteration of the Software by anyone other than Ideaboxai or its authorized subcontractors or (iii) arises out of the use of the Software in combination with any other software or equipment not specified in the Documentation as supported by Ideaboxai. 

6.3 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IDEABOXAI MAKES NO WARRANTIES WITH RESPECT TO THE CONSULTING SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF IDEABOXAI HAS BEEN INFORMED OF SUCH PURPOSE). IDEABOXAI DOES NOT WARRANT THAT THE CONSULTING SERVICES AND EDUCATION SERVICES WILL BE ENTIRELY FREE FROM DEFECTS OR OPERATE UNINTERRUPTED OR ERROR FREE. 

 

7. Liability and Disclaimers 

7.1 EXCEPT FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE; (II) EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; (III) CUSTOMER’S VIOLATION OF IDEABOXAI’S INTELLECTUAL PROPERTY RIGHTS; OR (IV) CUSTOMER’S FAILURE TO COMPLY WITH ANY EXPORT CONTROL 

LAWS, EACH PARTY’S MAXIMUM, CUMULATIVE LIABILITY FOR ANY CLAIMS,LOSSES, COSTS (INCLUDING ATTORNEY’S FEES) AND OTHER DAMAGES ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES INCURRED, WHICH WILL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER FOR THE APPLICABLE CONSULTING SERVICES OR THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO IDEABOXAI FOR THE EDUCATION SERVICES WHICH GAVE RISE TO THE CLAIM. 

7.2 IN NO EVENT WILL IDEABOXAI, ITS AFFILIATES OR RESPECTIVE SUBCONTRACTORS BE LIABLE FOR ANY LOSS OF SAVINGS,PROFITS OR REVENUES, LOSS OR CORRUPTION OF DATA, GOODWILL, OR REPUTATION, INACCURACY OF ANY DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR SOFTWARE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER ARISING AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. 

7.3 THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT THAT IDEABOXAI MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE OR DURATION OF SUCH WARRANTY AND THE EXTENT OF IDEABOXAI’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. IF A WAIVER, RIGHT, OR REMEDY IS EXERCISED PURSUANT TO MANDATORY LAW; IT SHALL BE EXERCISED SOLELY FOR THE PURPOSE PROVIDED AND IN CONFORMANCE WITH THE PROCEDURES AND LIMITATIONS EXPRESSLY PROVIDED FOR BY SUCH LAW. 

 

8. Confidentiality 

Each Party shall protect the other Party’s Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than a reasonable degree of care. The receiving Party shall not (i) use Confidential Information for any purpose outside the scope of this Agreement, or (ii) voluntarily disclose Confidential Information except to employees, contractors and agents as required to perform its obligations under the Agreement. Notwithstanding the foregoing, a Party may disclose the other Party’s Confidential Information to the extent that it is required to be disclosed in accordance with an order or requirement of a court, administrative agency or other governmental body, provided that such Party, to the extent permitted by law, provides the other Party with prompt notice of such order or requirement in order that it may seek a protective order. Each Party’s confidentiality obligations hereunder will continue for a period of three (3) years following any termination of this Agreement, provided, however, that each Party’s obligations will survive and continue in effect thereafter with respect to, and for so long as, any Confidential Information continues to be a trade secret under applicable law. The Parties acknowledge and agree that the Software and all pricing information shall be the Confidential Information of Ideaboxai. 

 

9. Termination 

9.1 This Agreement shall remain in effect until completion, expiration or termination of all Consulting or Education Services. Except as otherwise agreed in writing, Customer shall be liable for payment to Ideaboxai for all Consulting Services provided through the effective date of any termination of this Agreement as well as any costs and expenses of Ideaboxai resulting from the termination. 

9.2 Either Party may terminate this Agreement as a result of a material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice from the non-breaching party (ten (10) days in the case of Customer’s non-payment). In the event of a breach, Customer shall be liable for payment to Ideaboxai for all Consulting Services provided and expenses incurred through the date of termination. 

9.3  Sections 2-3 and 4-9 inclusive shall survive any termination of this Agreement. 

 

Consulting and Education Services Terms 

10. General 

10.1 Ideaboxai and Customer are independent contractors. Nothing in this Agreement or any amendment to this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Ideaboxai personnel engaged to perform Consulting Services do not enter into an employment relationship with Customer and Customer shall take all reasonable measures to ensure that Ideaboxai personnel will not be deemed Customer employees. 

 

10.2 Neither Party will have any liability under this Agreement to the extent that it is delayed, prevented or hindered in performing any of its obligations under this Agreement (other than the obligation to pay money) as a result of any circumstance or occurrence beyond the reasonable control of a Party, including without limitation acts or omissions by a public authority, acts of God, strikes, blockades, failures, outages or delays of the Internet, denial of service attacks, acts of terrorism, riots, storms, earthquakes, explosions, fires, and floods. 

10.3 This Agreement or any of the rights or obligations hereunder may not be assigned by Customer without the prior written consent of Ideaboxai. Ideaboxai may delegate all or part of the Consulting Services to be performed hereunder to an Ideaboxai Affiliate or third party provided that Ideaboxai will remain liable for all acts and omissions of any such Affiliate or third party. 

10.4 This Services Agreement shall be governed by the laws of the jurisdiction of the Agreement that governs Customer’s purchase of Ideaboxai Products under the Ideaboxai Customer Agreement or other similar agreement, or where the Customer does not have a Ideaboxai Customer Agreement, then as stated otherwise in section 10.4.3. 

10.4.1 This Agreement shall be governed by the laws of the jurisdiction corresponding to the Ideaboxai entity identified below as the contracting party but excluding any conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Any suit, action or proceeding arising out of or relating to this Agreement will be brought before the courts corresponding to the Ideaboxai contracting entity or the applicable arbitration board specified in paragraph 11.

10.5 Arbitral tribunals shall be composed of a sole arbitrator, unless otherwise expressly stated under local laws and the Parties shall bear their own costs and expenses, including attorneys' fees, but the arbitrator may, in the award, allocate all of the administrative costs of the arbitration, including the fees of the arbitrator, against the party that did not prevail. The arbitrator shall have the power to order, among other things, specific performance, and injunctive relief. The decision of the arbitrator shall be final and binding upon both Parties and shall be enforceable in any court of law. CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL REGARDING DISPUTES RELATED TO THIS AGREEMENT AND ANY AMENDMENTS THERETO. 

10.7  Customer acknowledges that Ideaboxai may be irreparably harmed by a breach of the terms of this Agreement and that damages alone may not be an adequate remedy. Customer agrees that, in addition to any other rights or remedies permitted under applicable law, Ideaboxai will have the right to enforce this Agreement by injunctive or other equitable relief without the need to prove actual damages or post a bond. 

10.8 All notices concerning a default, breach or violation of this Agreement by Ideaboxai will be in writing and delivered to Ideaboxai: (i) by certified or registered mail, upon delivery or; (ii) by an internationally recognized express courier, upon delivery to: Ideaboxai at 50, Preston Executive Drive, Suite 201, Cary, North Carolina 27513, USA, Attention: Legal Department. All other notices to Ideaboxai, including account related communications, will be electronically sent to Ideaboxai at [email protected]. 

10.9 If any provision of this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect.

10.10 ENTIRE AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THESE STANDARD TERMS AND CONDITIONS OF SALE AND AGREES TO BE BOUND BY THEM, that it (along with Inlet’s Limited Product Warranty and End User License Agreement, as applicable) is the complete and exclusive statement of the agreement between the parties and expressly supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter hereof, except for the quantity of items purchased, price and date of delivery shown on Customer’s purchase order. No waiver of any breach or of any provision of these terms shall constitute a waiver of any other breach or provision. The parties hereto agree that no waiver, alteration, or modification of any of the provisions hereof shall be binding upon a party unless in writing and signed by a duly authorized representative of both parties.  No Inlet, distributor, retailer, salesperson, or other person is authorized to modify this Agreement or to make any warranties, representations or promises that are different than, or in addition to, the warranties, representations and promises in this Agreement.

 

~end of document ~