Boxmode (“Boxmode”, “we” or “us“) is an online service provider that provides a set of services and technology applications that enable users to create their own Projects utilizing our technology platform (the “Boxmode Platform“). Boxmode is not involved in the management of Projects on the Boxmode Platform and is not involved in the decisions relating to the focus of Projects or the Content uploaded or published to Projects using the Boxmode Platform. These are your Projects, and, as a Project Creator, you are responsible for managing them in all respects (including the actions, conduct, and Content of Your Members) in compliance with these Terms of Service.
If you are adding third party features, widgets or applications (“Third Party Applications“) or adding custom code not provided by or endorsed by Boxmode (“Non-Boxmode Code“) to your Project or your profile, you will also be subject to the terms of such third party.
The Boxmode Application Developer Terms (the “Other Boxmode Terms”) are hereby incorporated by reference into these Terms of Service. These Terms of Service, including the Other Boxmode Terms and any Guidelines and future modifications (collectively the “Terms of Service” or “Agreement“), govern your use of the Boxmode Platform and is a legal contract between you and Boxmode.
The Boxmode Platform is not directed to children younger than 16 and is offered only to users 16 years of age or older. If you are under 16 years old, please do not use the Boxmode Platform. Any person who provides their personal information through the Boxmode Platform represents to us that they are 16 years of age or older.
You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations, and warranties set forth in these Terms of Service. If you are using or creating a Project on the Boxmode Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms “you” and “your” in this Agreement refers to your company or legal entity.
By registering with us or using or browsing the Boxmode Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the Boxmode Platform at any time.
“Content” means (i) any work of authorship in a Project, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; or (ii) other materials posted on or transmitted through any Project or the Boxmode Platform. “Your Content” is any Content that you submit to a Project or the Boxmode Platform, either as a Member or Project Creator (each as defined below). If you are a Project Creator, Your Content includes the name, logo, trademark, brand features and other Content that you make available. Content does not include Project Code or Platform Code.
“Members” are users who have registered with a particular Project on the Boxmode Platform. “Your Members” are Members who have registered with Your Project.
“Projects” consist of Project Code and other Content and are web applications running on top of the Boxmode Platform. Projects are created by Project Creators and are provided for their Members of that Project to interact and connect with other Members. Project features may include Member profiles, friends, invitations, discussion forums, photo sharing, video sharing, music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings, reviews, and recommendations, among others, as well as Third Party Applications. If you are a Project Creator, “Your Project” is a Project created and operated by you on the Boxmode Platform.
“Project Creator” is a user who creates, manages, and operates one or more Projects on the Boxmode Platform. A Project Creator is, by definition, a Member of each of his or her Projects.
“Project Data” means all data collected from a Project or Member and includes registration information (including the Internet protocol (IP) address used by a Member at the time of registration), profile data, answers to Project profile questions, all Content and other information contributed by Members, and statistical information and analytics relating to usage and interactions within the Project.
“Boxmode Product Plans” are the feature related services offered by Boxmode for a fee.
“Boxmode Technology” means the past, present and future content of the Boxmode Platform, including all software in any format (including the Platform Code and Project Code), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, themes, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the Boxmode Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the Boxmode Platform and the Boxmode Platform itself, including, the selection, sequence, and “look and feel” and arrangement of items on the Boxmode Platform, and all Boxmode Marks (as defined below), domain names, patents, and other intellectual property. Boxmode Technology does not include Your Content or Your Code.
“Platform Code” means the proprietary portion of the Boxmode Platform that is used to interpret the Project Code and other services available on the Boxmode Platform.
“Third Party Software” means software that is licensed to you by third parties, including software that is subject to so-called “open source” licenses, which means any software licenses approved as open-source licenses by the Open Source Initiative or any substantially similar licenses, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including the GNU General Public License.
“Themes” means any Content or combination of script, code, or other computer software that constitute a theme on the Boxmode Platform. “Boxmode Theme” means a Theme created by Boxmode. “Third Party Theme” means a Theme not created by Boxmode.
“Users” are all end users of the Boxmode Platform, and include Project Creators, Members, Third Party Application Developers, and any unregistered users or browsers.
“Your Code” means any script, code, or other computer software created by you that interacts with the Boxmode Platform.
The Boxmode Platform is designed to give Project Creators and their Members the freedom to create and control their own experiences on Projects. Subject to this Agreement, as a Project Creator, you are responsible for controlling and managing your Project in all respects, and as between Boxmode and you, you own all of Your Code, Your Content, and Your Project Data. Boxmode does not claim any ownership rights in Your Code, Your Content, or Your Project Data. In addition, Members of Your Project are your responsibility, and Boxmode does not assume or accept any responsibility for the actions, conduct or Content of Your Members.
You own all of Your Code that you create to interact with the Boxmode Platform. Boxmode does not claim any ownership rights in Your Code. If you create any of Your Code to interact with the Boxmode Platform, subject to the licenses granted by you herein, you continue to retain any ownership rights you have and have the right to use and license Your Code in any way you choose (and you are responsible for protecting those rights as appropriate). At any point, you can take Your Code from Your Project and cancel your account, and Boxmode shall not retain any license rights, except as provided below.
You hereby grant Boxmode a non-exclusive, worldwide, transferable, royalty-free right and license to use, access, store, cache, publicly display and publicly perform Your Code (a) for the purpose of operating and making Your Project available for interaction with the Boxmode Platform and in all current and future media in which the Boxmode Platform may now or hereafter be distributed or transmitted; or (b) for our internal business purposes so that we may derive metrics and analytics relating to the Boxmode Platform and Your Project.
You are responsible for making sure that you have all rights in Your Code and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any Boxmode Technology. Boxmode disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your Project and is not responsible for protecting Your Code.
You own all of Your Content, Your Project Data, and other information that you upload to the Boxmode Platform. Boxmode does not claim any ownership rights in Your Content or Your Project Data. After posting Your Content, subject to the licenses granted herein, you continue to retain any ownership rights you have to Your Content, and you continue to have the right to use and license Your Content in any legally permissible way you choose. The Content that you upload to any Project needs to comply with the terms of this Agreement. At any point, you can remove Your Content from Your Project and cancel your account, and Boxmode does not retain any license rights.
You hereby grant Boxmode, during the course of your usage of the Boxmode Platform, a nonexclusive, worldwide, royalty-free, and transferable right and license to (i) use, access, store, cache, publicly perform and publicly display Your Content and Project Data (a) for the purpose of operating and making Your Content and Project Data available on the Boxmode Platform and in all current and future media in which the Boxmode Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes so that we may derive metrics and analytics relating to Your Content and Project Data; and (ii) disclose any such metrics and analytics regarding Your Content and Project Data for marketing and business development purposes. This license will terminate at the time you remove Your Content from the Boxmode Platform. Without limiting the foregoing, you agree that Content you remove may persist for a reasonable amount of time in back-up copies (but these copies will not be available to others).
For Boxmode 3.0 Projects, Boxmode may introduce the option to participate in a marketplace-type program designed to entice Project Creators to benefit from each other in terms of Content and Members across the Boxmode Platform. The intent of such program would be to provide participating Projects with several benefits, including: (i) reaching a broader audience with compelling Content from Your Project (for example, Project Creators of Boxmode 3.0 Projects could be given the option to feature Content that originated from other participating Boxmode 3.0 Projects and/or compelling Content from participating Boxmode 3.0 Projects could be redistributed by on its owned & operated web properties (in each case, with attribution and links back to the originating Project) and (ii) new ways to attract Members that may be relevant to Your community and objectives (for example, a transparent and automated way for any Member of a participating Boxmode 3.0 Project to discover other relevant Boxmode Projects that are participating in such program and/or participating Boxmode 3.0 Projects may also be given periodic lists of suggested Members from other participating Boxmode 3.0 Project to invite to Your Project.
To deliver such an automated marketplace-type program, Boxmode 3.0 Projects that choose to participate in such program grant to Boxmode a right to (i) provide, promote and improve the Boxmode Platform, including through sending invitations and other similar bulletins to Members of Your Project and (ii) make Content submitted to the Boxmode Platform available for syndication, broadcast or other distribution elsewhere on the Boxmode Platform owned and operated websites. The rights in this paragraph would only apply if a Project Creator elects to grant such rights to Boxmode as part of Boxmode 3.0 Project subscription purchase flow or other similar mechanism offered to Project Creators by Boxmode.
You hereby agree that if Your Content is removed from any Project due to a violation of these Terms of Service, including in response to any valid DMCA (as defined below) take-down notice or because such Content contains illegal images, Boxmode shall have the right to use and reproduce Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of Boxmode, any User or individual, or the general public.
You are solely responsible for Your Content and Project Data. You are responsible for making sure that you have all rights in Your Content and Project Data, including the rights necessary for you to grant the foregoing licenses to Your Content and Project Data. You understand that whether or not Your Content is published or marked private by you, Boxmode does not guarantee any confidentiality or privacy with respect to any of Your Content or Project Data.
Additionally, you understand and agree that Your Content and Project Data that is displayed on the Boxmode Platform may continue to appear on the Boxmode Platform, even after you have terminated your account, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.
In addition to the rights, licenses, and privileges referred to above, you agree that Boxmode may use and refer to your Project (including screenshots), trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, press releases, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the Boxmode Platform, and any products, goods, features, capabilities and/or services associated with the Boxmode Platform.
As a Project Creator or Member you acknowledge that Boxmode and its designees reserve the right, but shall have no obligation to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Project or the Boxmode Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.
If a Project or Member account is removed from the Boxmode Platform, the Content associated with that Project may also be deleted at the discretion of the Project Creator or Boxmode. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Project. You should be aware that Boxmode is not required and may not keep back-up copies of Content on the Boxmode Platform once the Project or Content is deleted. Additionally, Boxmode makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the Boxmode Platform, and you should independently back-up and archive Your Content.
During and subject to the terms and conditions of this Agreement, Boxmode hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable license to access and use the Boxmode Platform solely to enable your use and creation of Projects on the Boxmode Platform. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Project Code.
You agree that, as between you and Boxmode, all the intellectual property rights in the Boxmode Technology are owned by Boxmode or its licensors.
Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
You agree that Boxmode may be independently developing software, content and other products or services that may be similar to Your Code and Your Content and nothing in the Agreement will be construed as restricting or preventing Boxmode from creating, using or offering for use such software, content, and other items, without any obligation to you.
You may from time to time choose, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your Project or the Boxmode Platform (including the Project Code and Platform Code), including, without limitation, on the Boxmode Blog, Creators Project, Boxmode Build, the directory of Boxmode Apps, or in connection with surveys we send to you and as part of your participation in any council or similar group of Project Creators (“Feedback“). If you choose to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant Boxmode a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use such Feedback.
You also hereby acknowledge that Boxmode has not made any representations, promises or guarantees that the Services will ever be announced or made available to anyone in the future and that Boxmode has no express or implied obligation to you to announce or introduce the Services. Boxmode may discontinue any Beta Platform or Beta Service at any time, in its sole discretion, with or without notice. With respect to the Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict.
Boxmode trademarks, logos, images, service marks, trade names, and other distinctive branding features used on the Boxmode Platform (“Boxmode Marks”) are the trademarks of Boxmode and may not be used without permission. Boxmode is not granting you a license under any intellectual property rights to the Boxmode Marks. Other trademarks, logos, and trade names that may appear on the Boxmode Platform are the property of their respective owners.
In addition, Boxmode Projects may include a “Powered by Boxmode” clickable notice (“Boxmode Notice”) or other Boxmode Marks in the footer of each page of such Projects. The Boxmode Notice and Boxmode Marks may not be removed, obscured, or otherwise adjusted, including through any custom CSS.
You agree that, as between you and Boxmode, Boxmode owns all right, title, and interest, including all intellectual property rights, in and to the Boxmode Technology. Any rights not expressly granted herein are reserved to Boxmode. You agree to abide by all copyright notices, information, or restrictions contained in any part of the Boxmode Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Boxmode Platform, including notices on any Boxmode Technology you download, transmit, display, print or reproduce from or using the Boxmode Platform.
If you are a Project Creator, Boxmode provides documentation to assist you in creating and enhancing Your Project(s). You may access helpful information here. You are responsible for implementing and maintaining all support for Your Project(s), including answering questions from Your Members. This includes customization of the Project Code (only as authorized by Boxmode), fixing bugs that Your Members might find and tell you about.
At your sole discretion and risk, you may sell, run and/or serve third-party advertising on your Project. If you include advertising on your Project, you agree and consent to Boxmode, providing you with information, offers, programs, features, and functionality relating to advertising, including deals with advertising partners and advertising networks.
YOU AGREE THAT BOXMODE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR NETWORK.
Projects may contain features and functionalities that allow access to third-party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Any such activities, and any terms associated with such activities, are solely between you and the applicable third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party, including the use of applications or services and the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third party services, you agree that Boxmode will not be responsible.
Additionally, Code, Content, or Themes from Users, third parties, or advertisers, including information about third party products and services and any Third Party Applications, may be made available to you through Projects (“Third Party Content“) on the Boxmode Platform. The inclusion of Third Party Content on the Boxmode Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and Boxmode has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, Boxmode or its designees reserves the right, but shall have no obligation to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Project) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the Boxmode Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable and that you use the Boxmode Platform at your own risk.
Additionally, Boxmode or third parties may provide hyperlinks on Projects or any other form of link or redirection of your connection to other sites (“Third Party Sites“). These Third Party Sites are in no way integrated into the Boxmode Platform and the inclusion of any link on a Project does not imply Boxmode’s affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. Boxmode expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the Boxmode Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.
You represent and warrant to Boxmode that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the Boxmode Platform including your promotional or other activities on or off the Boxmode Platform that relate to Your Project; (b) you have the right to grant to Boxmode the rights granted herein and you own or have all necessary rights, title, and interest in and to Your Code, Your Content and Your Art Assets (as defined below); (c) Your Code, Your Content and Your Art Assets do not and will not (i) infringe, violate or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content, Your Art Assets or Your Project contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Boxmode Platform, or intercept or expropriate any system data or personal information from the Boxmode Platform.
You are solely responsible for your conduct, Your Projects, Your Code, and Your Content on the Boxmode Platform. We want to keep the Boxmode Platform safe and fun for everyone, and the use of the Boxmode Platform for unlawful or harmful activities is not allowed. In defining “safe and fun,” you specifically agree that:
You will not post, email, or make available any Content to Users or use the Boxmode Platform:
Additionally, you agree not to:
You agree not to authorize or encourage any third party to use the Boxmode Platform or any of Your Projects (and Your Projects will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify Boxmode in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.
Boxmode establishes general policies and limits from time to time concerning use of the Boxmode Platform (“Boxmode Platform Policies“), including, the maximum number of days that Projects and uploaded Content will be retained, the maximum number of and size of Content files and objects (including email messages initiated by Project Creators and Administrators), the maximum disk space allotted to you or Your Project(s), the maximum number of times and duration for which you may access the Boxmode Platform or Projects in a given period of time and the maximum storage and bandwidth used by Your Project(s) or Content. For example, the currently applicable maximum bandwidth and storage limitations for Projects are each 1GB. In the interest of managing potential email spam, Project Creators may generally not initiate more than ten emails per month to any Member. If Boxmode determines Your Project is in violation of any Boxmode Platform Policy, then Boxmode may take action to correct this violation, with or without notice.
You acknowledge that Boxmode may terminate your account and remove your Content and other Project Data, as well as disable your access to any and all Projects and the Boxmode Platform at any time for violations of these Terms of Service without notice and without any liability to you. In addition, you acknowledge and consent to Boxmode contacting you and Your Members in order to maintain compliance with these Terms of Service.
It is Boxmode’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA“). For more information, please go to Boxmode’s DMCA Notification Guidelines. Boxmode may remove any allegedly infringing Project Code or Content without any liability to you.
Boxmode will promptly terminate without notice any User’s access to the Boxmode Platform, including access to any Project, in appropriate circumstances where the User is a “repeat infringer” of copyrights. Boxmode, however, reserves the right to identify and terminate Users under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that User. Additionally, if a Project Creator continues to allow its Members to post Content that is subject to notices of alleged copyright infringement, the Project may (at Boxmode’s sole discretion) be disabled. In the case of such disabling, Boxmode will have no obligation to provide a refund of any amounts previously paid to Boxmode.
Additionally, if you are a Project Creator, you agree to: promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid DMCA take-down notices) any copyright owner’s written notice (including any notices forwarded to you by Boxmode) that specified Content or Project Code posted on Your Project infringes that third party’s rights (including copyrights), provided that the notice substantially complies with the requirements in the DMCA. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the DMCA instructing you to replace the allegedly infringing Content or Project Code, you agree to replace or cease disabling access to the Content or Project Code not less than ten (10) and no more than fourteen (14) days after receiving the counter-notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter-notice to Boxmode. Boxmode strongly recommends that you consult with a legal professional to confirm your obligations under the DMCA. Boxmode is not providing legal advice to you, and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Project.
If you are a Project Creator or an Administrator, you agree that your use and disclosure of Project Data shall: (a) comply with all applicable laws; and (b) be reasonably protective of each Member’s privacy rights.
You acknowledge that Boxmode may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Project. Accordingly, you agree that, within 24 hours of any email request by Boxmode, you will: (a) delete all Project Data and personally identifiable information in your possession or control relating to a particular User as specified by Boxmode; and (b) confirm such deletion in an email notice to Boxmode.
Boxmode is not required to keep back-up copies of Project Data on the Boxmode Platform once the Project or Project Data is deleted. Boxmode makes no guarantee that Project Data will be safely stored on the Boxmode Platform. To be safe, you should independently back-up or archive your Project Data.
To enable a great experience for all Users on the Boxmode Platform, if you are a Project Creator, you agree to ensure each Project you create or manage does not degrade the performance of the Boxmode Platform. If your Project(s) exceed the quotas and limitations set by Boxmode (e.g., storage or bandwidth) or otherwise degrades the performance of the Boxmode Platform or other services in any way, we may suspend your Project(s) at our sole discretion and without notice.
You agree not to harvest any email addresses from Projects or the Boxmode Platform for the purpose of sending email in violation of applicable law or otherwise violate the “Acceptable Use and Conduct” provisions of this Agreement.
You also agree not to knowingly collect any information from, or develop any Projects that are targeted at children under the age of 13.
You acknowledge that Boxmode may terminate the account of any Member (including Your Members) in accordance with these Terms of Service.
Your Project shall not be designed or implemented in a way that, as determined by Boxmode, might mislead a User into believing that: (i) he or she is interacting directly with Boxmode when interacting with Your Project or (ii) any part of Your Project was created by or are endorsed by Boxmode. Because we want you to have as much freedom over your Project as possible, Boxmode takes no responsibility for any Content located in Your Projec, and Boxmode has no obligation to monitor such Content or Your Project.
You acknowledge that Boxmode also reserves the right to remove, preserve, and disclose any information or Content on any Project (including Project Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of Boxmode, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.
As a Project Creator, You are solely responsible for the operation and management of Your Project.
You need to register and create an account in order to become a Project Creator on the Boxmode Platform or a Member of a Project. You are responsible for keeping your account credentials and password secure. You agree to provide Boxmode with current, complete, and accurate information as prompted by the registration process. You agree to promptly update all information to keep your account on Boxmode current, complete, and accurate (such as noting a change in billing address or email). Generally speaking, account credentials are non-transferable, but Project Creators will have the ability to reset Member passwords in the event that a Member loses or can’t remember it. You will be solely responsible and liable for any activity that occurs under your account credentials. Boxmode reserves the right to log off or deactivate Member accounts, including Your Project, that are inactive for an extended period of time.
When you create Your Project, Boxmode gives you the flexibility to choose your own subdomain for Your Project (e.g.,”developer” in the example: https://developer.site.bm or https://www.boxmode.com) (“Project Subdomain“). Boxmode also gives you the option to use your own domain with certain Boxmode Product Plans (e.g., www.network.com or my.network.com), which is known as domain mapping (“Domain Mapped Projects”). You will be solely responsible and liable for any activity that occurs under Your Project’s Subdomain or on Your Domain Mapped Project. Boxmode maintains ownership of your Project Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Project Subdomain on the Boxmode Platform.
You may not use anyone else’s account or Project Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. Boxmode will not be liable for any loss that you may incur as a result of someone else using your account credentials, Project Subdomain, or password, either with or without your knowledge. However, you may be held liable for losses incurred by Boxmode or another party due to someone else using your account credentials, Project Subdomain, or password. In other words, please be careful with your identity and passwords.
In order to help us deliver the highest value platform and revenue programs to Project Creators, Boxmode needs to account for all of the traffic and usage on the Boxmode Platform. Boxmode may use Third Parties’ services to get a third-party measurement of the worldwide audience and usage across the Boxmode Platform. You agree to assign the traffic relating to your Project to Boxmode, including authorizing us to sign a Traffic Assignment Letter on your behalf for comScore syndicated audience measurement reports (collectively, a “Traffic Assignment”). As part of your Traffic Assignment, you confirm that you (i) are majority owner of the URL for your Project, (ii) have a legitimate business relationship with Boxmode, (iii) understand that your Project URL will not receive credit for traffic to such URL in the syndicated audience reports for those entities where Boxmode elects to include such URL and (iv) traffic for your Project URL may not be assigned to any other company. Your Project’s traffic will be viewable in the comScore syndicated audience measurement reports and will be included under the Boxmode/ property and media title roll-up.
Should we or comScore require additional documentation to verify ownership of your Project URL, you agree to provide reasonable efforts to accommodate such a request. For example, if you are not the named registrant of the Project URL, you must provide documentation demonstrating that the registrant of such URL is owned or employed by a company that you own. You understand that authorization and acceptance of this Traffic Assignment impose no legal liability whatsoever on Boxmode or comScore for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the Project URL. You are fully responsible for timely notification to Boxmode and comScore of any updates to the Project URL, including, but not limited to, changes in ownership of such URL. You shall indemnify and hold harmless Boxmode and comScore from and against any claims, liabilities, costs, and expenses of any kind (including reasonable attorney’s fees and expenses) arising out of any allegation of improper assignment by you of the URLs pursuant to this Traffic Assignment.
If, as a Project Creator, you have provided any art assets or other intellectual property to Boxmode to design or assist you with designing Your Project (“Your Art Assets”), the following additional provisions will apply to you.
Your Ownership. As between Boxmode and You, You own all right, title, and interest, including all intellectual property rights, in and to Your Art Assets, and any specific deliverable or work product created by Boxmode for You (“Deliverables”); provided, however, that in no event shall the term Deliverables include any Boxmode Tools. “Boxmode Tools” means any Boxmode Technology or trade secret, process, algorithm, invention, original works of authorship, development, design, improvement, patent, copyright, or other intellectual property of Boxmode which Boxmode (a) developed or acquired prior to entering into a Project design engagement with You; (b) acquired after the commencement of a Project design engagement with You and independently of such design engagement or (c) developed either alone or in collaboration with others, separate and apart from any Project design engagement with You, and all derivative works based thereon. Boxmode Tools shall also include any software, project management, design and development processes and productivity tools developed by Boxmode, and of general applicability to Boxmode’s business, whether or not prepared under the course of performance of a Project design engagement with You.
Boxmode Ownership. As between Boxmode and You, Boxmode owns all right, title and interest, including all intellectual property rights, in and to the Boxmode Tools and Boxmode Technology and any derivative works or enhancements thereof. You shall not acquire any right, title, or interest therein, except for the limited rights expressly set forth in the Agreement. Any rights not expressly granted by Boxmode herein are reserved to Boxmode and its suppliers. Boxmode acknowledges and agrees that a design engagement does not grant to Boxmode any right, title or interest in any content, code, software, Member data or other materials delivered to Boxmode by You in connection with a design engagement (“Your Design Materials”), except for the limited rights expressly set forth in these Terms of Service. Any rights not expressly granted herein are reserved to each of the parties.
License Grant to You. Subject to the terms and conditions hereof, Boxmode hereby grants to You, a non-exclusive, non-transferable, non-sublicensable worldwide, perpetual, royalty-free license to use that portion of any Boxmode Tools that are incorporated into any Deliverables solely in connection with Your use of Your Project(s) on the Boxmode Platform. You shall not otherwise be entitled to use, license or commercially exploit the Boxmode Tools, and any such use may result in the revocation of the license rights herein.
License Grant to Boxmode. During the course of your usage of the Boxmode Platform, you hereby grant to Boxmode a non-exclusive, worldwide, royalty-free, and transferable right and license to use, access, cache, reproduce, publicly perform and publicly display Your Art Assets for the sole purpose of desigBoxmode Your Project and operating and making Your Art Assets available on the Boxmode Platform and in all current and future media in which the Boxmode Platform may now or hereafter be distributed or transmitted.
You hereby grant Boxmode and its affiliates a nonexclusive, worldwide, royalty-free and transferable right and license to use, reproduce, modify, perform, display, prepare derivative works of, or incorporate into other works, transmit and distribute Your Content for any commercial purposes, including advertising, promoting and publicizing such Content on any of Boxmode’s or its affiliates’ owned and operated websites apps or services. If you cancel your account with Boxmode and remove Your Content from Your Project, the foregoing license shall terminate provided such Content is not already in use by Boxmode or its affiliates in accordance with the rights granted hereunder.
YOUR USE OF THE BOXMODE PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE BOXMODE PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE, BOXMODE THEMES, THIRD PARTY SOFTWARE, NON-BOXMODE CODE, AND CONTENT (INCLUDING THIRD-PARTY CONTENT) ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE BOXMODE PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE BOXMODE PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE, BOXMODE THEMES, THIRD PARTY SOFTWARE, NON-BOXMODE CODE, AND CONTENT (INCLUDING THIRD PARTY-CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BOXMODE AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS, AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. BOXMODE AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS, AND AGENTS DISCLAIM ANY WARRANTY THAT THE BOXMODE PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE BOXMODE PLATFORM OR ANY NETWORK CODE, PLATFORM CODE, BOXMODE THEMES, THIRD PARTY SOFTWARE, NON-BOXMODE CODE, OR CONTENT (INCLUDING THIRD PARTY-CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE BOXMODE PLATFORM OR THE SERVER THAT MAKES THE BOXMODE PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BOXMODE MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY-CONTENT) OR ADVERTISING ON THE BOXMODE PLATFORM OR YOUR NETWORK (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR NETWORK OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-BOXMODE CODE WITH ANY BOXMODE TECHNOLOGY.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BOXMODE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BOXMODE OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THE BOXMODE PLATFORM (INCLUDING THROUGH CUSTOMER SUPPORT) SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
You agree to indemnify, defend, and hold harmless Boxmode, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, third party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to:
Boxmode reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Boxmode. Boxmode will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Member or Project Creator), Boxmode is under no obligation to become involved.
You release Boxmode, its officers, employees, agents, and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive California Civil Code Section 1542, which says: “ A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL BOXMODE OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF BOXMODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE BOXMODE PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE BOXMODE PLATFORM (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO BOXMODE BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN BOXMODE (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE BOXMODE PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
Boxmode reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Boxmode Platform or any part thereof, including adding new features to any portion of the Boxmode Platform, with or without notice. Boxmode will not be liable to you or to any third party for any modification, suspension, or discontinuance of any portion of the Boxmode Platform or the Boxmode Platform as a whole.
We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on www.boxmode.com or elsewhere on the Boxmode Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the Boxmode Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including Project Creator or Member) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to www.boxmode.com or elsewhere on the Boxmode Platform. The revised version will apply to you immediately if you are a User who registers or first uses the Boxmode Platform on or after the posting of the revised version.
This Agreement shall remain in full force and effect unless and until your account is terminated or otherwise deactivated as provided herein. You may terminate or deactivate your account and end your use of the Boxmode Platform at any time and for no reason by contacting us at firstname.lastname@example.org or at the address set forth below in the “Contacting Boxmode” Section.
Boxmode has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Boxmode Platform or any Project, (ii) remove and discard any Code or Content within any Project or anywhere on the Boxmode Platform or (iii) shut down a Project, including permanent deletion of any Project Data, with or without notice, and with no liability of any kind to you.
If you terminate or deactivate your account or we terminate your account for your actual or anticipated breach of your obligations under this Agreement, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.
Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Code, Your Content, Your Project Data or Your Project(s). Boxmode will not have any obligation to assist you in migrating your data, Your Content, Your Project Data, Your Code or Your Project(s) off of the Boxmode Platform and Boxmode does not keep any back-up of any of Your Code, Your Content or Your Project Data.
The following Sections will survive termination of these Terms of Service for any reason: Sections 1, 3-9, 13—35. For clarity, all the licenses granted by Boxmode hereunder shall terminate upon any expiration or termination of this agreement, and Boxmode shall have no obligation to provide you with access to any product or service after the termination of these Terms of Service.
This Agreement shall be governed by the laws of the State of California without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.
You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Mateo County, California, for the purpose of litigating all such claims or disputes.
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto or an employee-employer relationship. You agree that Boxmode has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, you agree that you shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from Boxmode under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, Boxmode from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive the termination or cancellation of this Agreement.
The failure of Boxmode to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
You may not delegate your duties under this Agreement or assign this Agreement or your Boxmode accounts, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. Boxmode may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties’ permitted assignees, transferees, and successors.
The terms “including” and “includes” shall be deemed to be followed by the statement “without limitation,” and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.
Boxmode may provide you with notices, including those regarding changes to this Agreement or any of Boxmode’s terms and conditions, by email, regular mail, or postings on the Boxmode Platform, including the Boxmode Blog and Creators Project. Notice will be deemed given twenty-four (24) hours after such an email is sent or notice is posted. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the Boxmode Platform) are deemed given two (2) days following the initial posting.
You may contact Boxmode in the following ways:
To submit an inquiry, click here.
110 East Broward Blvd., Suite 1700,
Fort Lauderdale, Florida, 33301
United States of America