_{Last Updated January 22, 2024}

BoodleBox by boodleAI Terms of Service

1. Introduction

1.1 Welcome to BoodleBox!

Thank you for using the boodleAI and the products, services, tools, data, features, and website that we make available to you as part of BoodleBox, collectively known as (“BoodleBox”).  This Subscription Agreement (“Agreement”) is effective as of the date of the subscriber’s sign-up (“Effective Date”) and shall continue on a month-to-month basis. Unless terminated by the subscriber, this Agreement will automatically renew for successive one (1) month periods or one year periods if the Subscriber has chosen an annual subscription (each a “Renewal Term”) at the then-current subscription rate.

1.2 BoodleBox

BoodleBox is an AI-driven platform developed by boodleAI. It enables users to create an AI assistant by selecting and combining large language models, personalities, external datasets, and internal datasets. BoodleBox also allows users to purchase or subscribe to these different elements to enhance their AI assistants. Furthermore, BoodleBox provides search functionalities, generation of responses to user prompts, multi-chat capabilities, and a unique feature of creating a “boodle” from a prompt and response, among other capabilities.

1.3 Acceptance of Terms

By accessing or using BoodleBox, You (“User”, “You”, “Your”) agree to be bound by these Terms of Service (“Terms”) set forth by boodle, Inc., a Delaware corporation (“boodleAI”, “Company”, “We”, “Us”, “Our”). These Terms apply to all visitors, users, and others who access or use BoodleBox. If you do not agree with any part of these Terms, you should refrain from using BoodleBox.  Continued use of BoodleBox constitutes acceptance of these Terms and any revised Terms.

These Terms include our Privacy Policy and other documentation, guidelines, or policies we may provide in writing. By using BoodleBox, you agree to these Terms.

Your privacy is important to us. Our Privacy Policy details how we collect, use, and disclose information about you. You understand that through your use of BoodleBox, you consent to the collection and use of this information in accordance with our Privacy Policy.

1.4 Contact Information

If you have any questions about these Terms, please contact us at [email protected].

2. Service Requirements and Limitations

2.1 Service Requirements

To use BoodleBox, you will need a compatible device with internet access. You are responsible for acquiring and updating the device, software, operating system, carrier, and network access necessary to properly access and use BoodleBox. We do not guarantee that BoodleBox will function on any particular device, software, or network.

2.2 Service Limitations

BoodleBox is subject to limitations including, but not limited to, system capacity and constraints set by our third-party providers. While we aim to provide the best service possible, we do not guarantee that the Service will be uninterrupted, timely, or error-free. The Service might not be available due to reasons outside our reasonable control, such as “force majeure” (for example, labor actions, infrastructural breakdowns or blackouts).

2.3 Accuracy

The output generated by BoodleBox is dependent on various factors including the quality and relevance of the data inputs and the limitations of generative “artificial intelligence” and probabilistic machine learning.

Outputs generated by BoodleBox may also be dependent on third-party large language models, personalities (initializations), and external datasets. These third-party components have varying limitations that may result in varying degrees of accuracy in outputs generated using BoodleBox.

Given the probabilistic nature of machine learning, use of BoodleBox may in some situations result in incorrect output that does not accurately reflect real people, places, or facts.  You should not assume the accuracy of any output and should evaluate the accuracy of any output as appropriate for your use case, including by using human review of the output.

3. User Account

3.1 Account Registration

To access and use BoodleBox, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Age Restrictions

You must be at least 18 years old to use BoodleBox.

3.3 User Responsibilities

As a user, you are responsible for all activities that occur under your account. You agree not to disclose your account username or password (“Login Credentials”) to others and you should safeguard it to prevent unauthorized access to and/or use of your Login Credentials and/or Account (“Unauthorized Access”). If you believe your account has been compromised, you must immediately notify us.  You are solely responsible for managing and maintaining the security of your Login Credentials and any other forms of authentication, and you understand and acknowledge that we are not responsible (and you will not hold us responsible) for any Unauthorized Access.

3.4 Corporate use

If you use BoodleBox on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this agreement (“Agreement”).  You agree not to disclose your account password available to others outside your organization, and you are responsible for all activities that occur using your credentials.

3.5 Data Security

We have implemented and will maintain a written information security program, in compliance with all applicable federal, state and local laws and regulations (including any similar international laws). The program contains reasonable and appropriate security measures designed to safeguard the personal information that we receive, store, maintain, process, transmit or otherwise access (collectively, “uses”) in connection with the provision of Services. In this regard, we will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that we use, (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of your personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information. We will monitor, test, and review our information security program and revise it, as necessary and in our sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements.

We will: (i) promptly notify you of any confirmed Unauthorized Access to your personal information or other confidential information (“Breach of Security”); (ii) promptly furnish you with appropriate details of such Breach of Security; (iii) use reasonable precautions to prevent a recurrence of a Breach of Security; and (iv) take reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps that are practicable for us to implement.

Nothing in the immediately preceding sentence shall obligate us to provide you with information regarding any of our other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit our ability to take any actions that we believe are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit your ability to bring your own claims or actions against third parties related to the Breach of Security. If we discover or become aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of your personal information or other confidential information, we shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify you that we are investigating a potential breach and keep you informed as reasonably practicable of material developments relating to the investigation until we either confirm that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirm that no data or security breach involving your personal information or other confidential information has occurred. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver’s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number, (f) passport number, or (g) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. This provision will survive termination or expiration of the Agreement for so long as we continue to possess or have access to personal information related to a customer. Notwithstanding the foregoing, “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state, or local government records lawfully made available to the general public.

4. User Conduct

4.1 Acceptable Use

You are expected to use the BoodleBox Service in a responsible and lawful manner. This includes adhering to all applicable laws and regulations and respect for others’ rights, including privacy and intellectual property rights.

4.2 Prohibited Use

Prohibited use of the BoodleBox Service includes, but is not limited to:

• Unlawful or fraudulent activities
• Distribution of harmful or malicious software
• Unauthorized access or use of data
• Interference with the operation of the Service
• Infringement of any third party’s rights, including intellectual property rights
• Considerable impairment of our legitimate interests
• Use of the Service to generate content that is harmful, abusive, racially, or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable or inappropriate.

4.3 Consequences of Violating User Conduct

Violations of these User Conduct rules may result in immediate suspension or termination of your access to the Service without notice, and we may also pursue any remedies available to us under law. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these terms, including removing the offending content from the Service and reporting the user to law enforcement authorities.  Suspension or termination of your access to the Service shall also include termination or suspension of your access to any Paid Services. We disclaim any obligation to compensate you for any Paid Services which are you unable to access due to your violation of these Terms of Service.

5. AI Assistant and User Content

5.1 Definition of User Content

“User Content” refers to any data, text, images, or other content that you upload, submit, post, create, transmit, store, or display in or through the Service. You retain all rights in, and are solely responsible for, the User Content you post, upload to, or otherwise share on the Service, subject to the grant of licenses set forth in these Terms.  We reserve the right to remove or modify User Content or change the way it is used by BoodleBox, for any reason. This includes User Content that we believe violates these Terms or any other policies.

5.2 Proprietary Data Import

You may import your own proprietary data for use as an internal dataset in an AI Assistant within BoodleBox. You represent and warrant that you have the necessary rights and permissions to use such data within BoodleBox, and that such use does not infringe or violate the rights of any third party.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post or display on or through the Service. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

5.3 Rights and Responsibilities regarding AI Generated Content

The content generated by using BoodleBox (“AI Generated Content” or “Output”) is owned by the user who initiated the generation of the content. However, the user assumes all liabilities related to the use of the AI Generated Content, especially if the content is used for commercial purposes. You agree to use the AI Generated Content in compliance with all applicable laws, including but not limited to laws relating to data protection and privacy, copyright, intellectual property, and export control laws.

6. Intellectual Property

6.1 Ownership of Intellectual Property

All rights, title, and interest in and to BoodleBox (excluding content provided by users) are and will remain the exclusive property of boodleAI and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Any unauthorized use of our marks, or any others owned by us, is strictly prohibited.

6.2 Rights Granted to Users

Subject to these Terms, boodleAI grants you a limited, non-exclusive, non-transferable, and revocable license to use BoodleBox. You are not permitted to: (a) reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service, (b) access or attempt to access the Service by any means other than the interface we provided or authorized, or (c) circumvent any access or use restrictions put into place to prevent certain uses of the Service.

As between the parties and to the extent permitted by applicable law, you own all User Content. Subject to your compliance with these Terms, we hereby assign to you all of our rights, title, and interest in and to the Output. This means you can use Output for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. You are responsible for all User Content and use of the Output, including for ensuring that it does not violate any applicable law or these Terms.

6.3 Rights Users Grant to boodleAI

By using the Service, you grant boodleAI a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). This license is solely for the purpose of operating, developing, providing, promoting, and improving the Service and researching and developing new ones, complying with applicable law, and enforcing our policies.

6.4 Rights Granted to other Users of the Service

If you designate any of your Output as “public,” you also grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your Output through the Service, and to use that Output, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service. For clarity, this license does not grant any rights or permissions for a user to make use of your Output independent of the Service.

6.5 Use of Brands

You may not use the names, logos, or trademarks of boodleAI or any of our affiliates or Providers without our or their prior written consent.

6.6 Continuation of Licenses

The licenses granted by you continue perpetually, even for content that you later remove or delete from the Service.

7. Paid Services

BoodleBox will enable access to certain premium features or content in exchange for one-time or recurring fees (each a “Paid Subscription”).

7.1 Available Models, Initializations, Datasets

Paid Subscriptions include a variety of large language models (“LLMs”), personalities (initializations), external datasets and other content provided by third parties (“Providers”) for purchase or subscription. The availability of these third-party products (“Third-Party Products”) and other components may vary and is subject to change without notice.

7.2 Third-Party Licenses and Terms of Service

Any Third-Party Product that you acquire is governed by the Terms of Service or End User License Agreement (“EULA”) of the Provider. The Provider of any Third-Party Product is solely responsible for its content, warranties, and claims that you may have related to the Third-Party Product, subject to local law. You acknowledge and agree that boodleAI is a third-party beneficiary of the Terms of Service or EULA applicable to each Third-Party Product and may, therefore, enforce such agreement.

7.3 Subscriptions

Paid Subscriptions will automatically renew until cancelled. You will be notified if the price of a Paid Subscription increases and, if required, your consent will be required to continue. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled the Paid Subscription, you remain responsible for any uncollected amounts, and we will attempt to charge the payment method as you may update your payment method information. This may result in a change to the start of your next Paid Subscription period and may change the date on which you are billed for each period. We reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription. Certain Paid Subscriptions may offer a free trial prior to charging your payment method. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, cancel the subscription at least 48 hours before the end of your current billing period or free trial.

7.4 Payment Terms

When you purchase or subscribe to any component within BoodleBox, you agree to the prices, payment terms, taxes, and fees applicable to that transaction. Prices may vary based on the terms, amounts, and timing of your purchase or subscription. All fees are non-refundable except as required by law.

(a) Fees and Billing

You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information, including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis but may reasonably change the date on which the charge is posted. You authorize boodleAI and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you with written notice and may suspend access to the Service until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.

(b) Taxes

Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. boodleAI uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up to date.

(c) Price Changes

We may change our prices by posting notice to your account and/or to our website. Price increases will be effective no sooner than 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. Price changes for Paid Subscriptions will take effect upon the effective date of any renewal of such subscription.  Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

(d) Disputes and Late Payments

If you want to dispute any Fees or Taxes, please contact [email protected] within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees is past due, we may suspend your access to the Service after we provide you written notice of late payment.

7.5 Cancellations and Refunds

You may cancel this subscription at any time. Such cancellation must be made through the subscriber’s account management page or by contacting [email protected]. Cancellation requests must be received at least 48 hours before the next billing cycle to avoid being charged for the next Renewal Term. Upon cancellation, the subscriber will continue to have access to the service through the end of the current billing cycle.  There will be no refunds or prorated refunds for an already started billing cycle.

Unless otherwise specified in these terms or in a form both parties agree to, all purchases and subscriptions are final and non-refundable. If you believe that boodleAI has charged you in error, you must contact us within thirty (30) days of such charge. We reserve the right to refuse a refund request if it does not comply with these Terms.

8. Termination

8.1 Voluntary Termination

You may stop using BoodleBox at any time and for any reason by closing your account or discontinuing your use of BoodleBox.

8.2 Termination by boodleAI

We reserve the right to suspend or terminate your account or cease providing you with all or part of the Service at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us, including risk to the security, integrity or availability of any part of the Service; (iii) your account should be removed due to unlawful conduct, (iv) your account should be removed due to prolonged inactivity; or (v) our provision of the Service to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances.

8.3 Effect of Termination

Upon termination of your access to the Service, you will immediately lose access to any data, information, and content in the Service associated with your account, including but not limited to, your boodles and boxes. We recommend that you regularly back up your content and data that you store on the Service. boodleAI is not responsible for the loss of such data, information, or content due to termination of the Service.

For the avoidance of doubt, these Terms survive the deactivation or termination of your account.

8.4 Right to Appeal Termination

If you believe your account was terminated in error, you can file an appeal by submitting a request to [email protected] or by mailing a request to Legal Notices at the address indicated herein.  All appeals of termination must be made within 30 days of such termination.

9. Disclaimer of Warranties and Limitation of Liability

9.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOODLEBOX AND ALL OF THE SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOODLEAI EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES — WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM boodleAI OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

WITHOUT LIMITING THE FOREGOING, BOODLEAI, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, PARTNERS, SUPPLIERS AND EMPLOYEES DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET USERS’ REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT USERS’ OWN RISK AND USERS SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USERS’ COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USERS’ USE OF THE SERVICE.

THE SERVICE MAY BECOME INACCESSIBLE OR IT MAY NOT FUNCTION PROPERLY WITH USERS’ WEB BROWSER, MOBILE DEVICE, AND/OR OPERATING SYSTEM. boodleAI CANNOT BE HELD LIABLE FOR ANY PERCEIVED OR ACTUAL DAMAGES ARISING FROM SERVICE CONTENT, OPERATION, OR USE OF THIS SERVICE.

FEDERAL LAW, SOME STATES, AND OTHER JURISDICTIONS, DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, IF YOU ARE IN ONE OF THOSE JURISDICTIONS, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES USERS SPECIFIC LEGAL RIGHTS, AND USERS MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9.2 Limitation of Liability

In no event shall boodleAI, its directors, employees, partners, agents, suppliers, or affiliates (the “boodleAI Parties”) be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the service; (ii) any conduct or content of any third party on the service; (iii) any content obtained from the service; (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage.

In no event shall any boodleAI Party be liable for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount paid by User to boodleAI hereunder in the preceding six (6) months, or the period of duration of this Agreement between boodleAI and User, whichever is shorter.

This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if company has been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. If you are in one of those jurisdictions, the above limitations or exclusions may not apply to you. These terms give you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

9.3 Third-Party Websites and Services

We do not warrant, endorse, guarantee, or assume responsibility for any Third Party Product or any other product or service advertised or offered by a third party through the Service or any hyperlinked website or service. Other than products or services purchased through the Service, we are not a party to nor will we monitor any transaction between you and third-party providers of products or services.  Any third-party software, services, or other products that you use in connection with the Service are subject to their own terms, and boodleAI is not responsible for third-party products.

Through the Service, you may have access to or be provided links to external resources or services provided by third parties. You acknowledge and accept that boodleAI has no control over such resources and is, therefore, not responsible for their content and availability.

Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.

9.4 Third-Party Paid Services

Certain services or features may be offered on boodleAI for which additional terms and conditions may apply in connection with your use of those services. By using or paying for any of these additional services, you agree to any additional terms applicable to those services, and those additional terms become part of our agreement with you. If any of the applicable additional terms conflict with these Terms, the additional terms will prevail while you are using those services to which they apply.

If you use paid features of the Services, you agree to the applicable Terms for Paid Services.

10. Indemnification

10.1 Your Responsibilities

You agree to defend, indemnify, and hold harmless the boodleAI Parties from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, your access to, use or misuse of the BoodleBox Content or Service, or your violation of any law or the rights of a third party.  Indemnity claims can include (but are not limited to):

• Your use of and access to BoodleBox, including any data or content transmitted or received by you;
• Your violation of these terms, including, but not limited to, your breach of any of the representations and warranties set forth in these terms;
• Your violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
• Your violation of any statutory law, rule, or regulation;
• any content that is submitted from Your account, including third party access with Your Login Credentials , if applicable, including, but not limited to, misleading, false, or inaccurate information;
• Your willful misconduct; or
• Your violation of any laws, regulations or statutes to the extent allowed by applicable law.

10.2 Legal Cooperation

We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

11. No Waiver

14.1 Effect of Waiver: The failure or delay by boodleAI to exercise or enforce any right, power, or privilege under these Terms shall not operate as a waiver thereof. Similarly, any single or partial exercise of any right, power, or privilege shall not preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

14.2 Future Actions: A waiver by boodleAI of any breach or default by you shall not be deemed a waiver of any subsequent breach or default and shall not in any way affect the other terms of these Terms.

12. Assignment of Contract

12.1 Right to Assign: boodleAI reserves the right to transfer, assign, sublicense, or delegate any or all of its rights and obligations under these Terms to any third party without notice to you. 

12.2 User’s Restriction on Assignment: You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without the prior written consent of boodleAI. Any attempted assignment, transfer, or sublicense without such consent will be null and void.

13. Severability

13.1 Validity of Provisions: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

13.2 Modification for Validity: The parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that most closely matches the intent of the original provision and preserves the economic balance of these Terms.

FOR EU Users

Should any provision of these Terms be or be deemed void, invalid, or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.

In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.

Without prejudice to the above, the nullity, invalidity or the impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.

FOR US Users

Any such invalid or unenforceable provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable, and consistent with its original intent. These Terms constitute the entire Agreement between Users and boodleAI with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.

14. Copyright Complaints.

If you believe that your intellectual property rights have been infringed, please send notice to the address included below under “Legal Notices”. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

15. Dispute Resolution and Governing Law

15.1 Agreement to Arbitrate

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the BoodleBox Service, will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

15.2 Governing Law, Choice of Law, and Venue

These Terms of Service and any action related thereto are governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to its conflicts of laws principles. Each party to these Terms of Use submits to the exclusive jurisdiction of the state courts located in Fairfax County Virginia or the federal courts having jurisdiction over Fairfax County, Virginia, and waives any jurisdictional, venue, or forum non conveniens objections to such courts with respect to any claim, dispute, action, or proceeding arising or relating to your use of the Service or these Terms of Service.

If you are a federal, state, or local government entity in the United States using the Service in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Virginia (excluding choice of law).

Exception for European Consumers

However, regardless of the above, if you qualify as a European Consumer and your habitual residence is in a country where the law provides for a higher consumer protection standard, then such higher standards shall prevail.

16. Limitation on Legal Action

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES (EXCEPT AS OTHERWISE PROVIDED HEREIN). OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17. Changes to these Terms

17.1 Right to Modify

We reserve the right to modify or replace these Terms at any time at our sole discretion. If we determine (in our sole discretion) that a revision is material, we will make reasonable efforts to notify you of the change at the time or prior to it taking effect.

17.2 Acceptance of Revised Terms

By continuing to access or use BoodleBox after the revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

18. Access from Outside the United States

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

19. Export Controls

The Service may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

20. U.S. Government End Users.

The Service and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

The Service was developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

21. Equitable Remedies

You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to boodleAI and its affiliates, and boodleAI shall have the right to seek injunctive relief against you in addition to any other legal remedies.

22. Entire Agreement

22.1 Complete Agreement: These Terms, along with any documents, policies, or terms expressly incorporated by reference, constitute the entire agreement between you and boodleAI regarding the subject matter hereof. These Terms supersede and replace all prior or contemporaneous agreements, negotiations, or understandings, whether written or oral, between the parties regarding the subject matter hereof.

22.2 Amendments: No amendment, modification, or supplement of any provisions of these Terms will be valid or effective unless made in writing and signed by a duly authorized representative of boodleAI.

23. Contact Information

23.1 General Inquiries

For general inquiries, questions about these Terms, or any other issues concerning BoodleBox, please contact us at [email protected] or via our postal address at 1751 Pinnacle Dr Suite 1000, Tysons, VA 22102.

23.2 Legal Notices

Any legal notices or official correspondence should be sent to our postal address at 1751 Pinnacle Dr., Suite 1000, Tysons, VA 22102 with attention to the Legal Department.