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BUSINESS AGREEMENT

Effective as of December 3, 2014.

This Agreement applies only to BooleBox Premium Individual and BooleBox Premium Business customers.

This BooleBox Premium Business Agreement (the "Agreement") is between BooleBox, Inc., a Delaware corporation, its parents and affiliates (collectively “BooleBox”, “we”, “us”, or “our”), and the party ("Customer" or "you") entering into this Agreement in order to create and use a premium account (each, an “Account”). This Agreement governs access to and use of the BooleBox Premium Accounts, client software ("Software") and services (together, the "Services" or "BooleBox Premium"). BooleBox and Customer may be referred to collectively as the “parties,” or individually as a “party.” By clicking "I Agree” or otherwise using the Services, you agree to this Agreement as a Customer. If you are agreeing to this Agreement for the use of the Services by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services. Any Agreement with a Customer that does not have the authority to bind his or her organization may, at our discretion, be deemed to be enforceable directly and personally against the Customer.

1. Services.

1.1 Access to Services. The Customer (or an authorized person if the Customer is an entity) will serve as the administrator of the Account (the “Administrator”). The Administrator will be permitted to assign the number of BooleBox Premium licenses (each, a “Premium License”) which have been purchased under this Agreement. Any party to whom a Premium License has been granted shall be referred to herein as an “End User”. The End Users shall be authorized to access and use BooleBox Premium, subject to and in accordance with the terms of this Agreement.

1.2 Service Plans. Customers with access to BooleBox Premium under Section 1.1 of this Agreement shall be individuals and organizations utilizing either BooleBox Premium Individual, or BooleBox Premium Business storage plans (the “Plans”). BooleBox Premium Individual Accounts consist of one (1) Premium License, and BooleBox Premium Business Accounts are provisioned with up to five (5) Premium Licenses, which will be maintained and assigned by the Administrator. More End Users may be added in accordance with Section 6.1 of this Agreement. For a complete description of the Plans, including the amount of storage they include, please click here .

1.3 Facilities and Data Storage. At a minimum, BooleBox will use industry standard protections to secure data stored by Customer in accordance with the Services (“Customer Data”). Customer understands and agrees that BooleBox may store, process, or transfer Customer Data at a location chosen at the sole discretion of BooleBox and that such location may be outside the country of Customer’s domicile. Customers will have the ability to create unique encryption keys (“Personal Keys”) for Customer Data within the Account. BooleBox will not have access to these Personal Keys, and does not store or maintain these Personal Keys. For the avoidance of doubt, the term “Customer Data” as used in this Agreement, and the term “Your Data” as used in the Terms of Service shall be read as the same term and shall have the same meaning throughout both documents.

1.4 Modifications to the Services. BooleBox reserves the right to update the Services at any time, or add or subtract features from the Services at any time; provided, however, that if BooleBox makes any modifications to the Services which will materially affect Customer’s ability to use the Services, BooleBox will provide notification of such changes by sending notice to the email address associated with Customer’s Account.

1.5 Software and License. Use of some features of the Services may require Customer to download Software. Provided that Customer remains in compliance with the terms of this Agreement, BooleBox grants Customer a limited, non-exclusive, worldwide, non-transferrable, revocable license to use the Software, solely to the extent necessary to access the Services. Further, Customer hereby grants to Boolebox a limited, non-exclusive, worldwide, non-transferrable, revocable license to copy, store and otherwise use the Customer Data solely to the extent necessary to provide the Services.

1.6 Privacy Policy. BooleBox’s use of Customer Data and identifying information is governed by a Privacy Policy, which is incorporated herein by reference and may be found at www.boolebox.com/privacy-policy.html .

2. Customer Obligations.

2.1 Compliance with Terms of Service. Customer is solely responsible for use of the Services by its End Users under the Premium Licenses granted by Customer. Customers and End Users expressly agree to use the Services in accordance with the Terms of Service, the terms of which are incorporated herein by reference. Customer agrees to obtain from End Users any and all consents necessary to allow BooleBox to provide the Services. A current copy of the Terms of Service may be found at www.boolebox.com/terms-of-service.html.

2.2 Customer Administration of Services. The Administrator may assign Premium Licenses, and all related Services, to BooleBox users, at the Administrator’s discretion, in accordance with the number of Premium Licenses purchased by the Customer. The Administrator may also at any time revoke Premium Licenses from End Users to whom the Administrator has previously assigned such Premium Licenses. In the event of a revocation of a Premium License, the Customer acknowledges that the End User to whom such Premium License was assigned will lose the benefit of the Premium License, and access to their Account may be blocked, unless, within sixty (60 days, (a) the Premium License is re-assigned to such End User, or (b) the End User purchases a Premium Individual Account. BooleBox expressly disclaims any and all responsibility and liability related to the internal management or administration of the Account, and the assignment and revocation of Premium Licenses, and Customer shall be solely responsible for any and all damages, and expressly assumes all liability, which does or may result from or in connection with same. In addition, Customer is solely responsible for: (i) maintaining the confidentiality of passwords and Personal Keys; (ii) managing the allocation of Premium Licenses (for Premium Business Accounts), and (iii) ensuring that the use of the Services by End Users complies with this Agreement.

2.3 Unauthorized Use. Customer will prevent any and all unauthorized access to or use of the Services. The Services may not be used by anyone under the age of 13. Customer will ensure it will not allow any person under the age of 13 to use or access the services. In the event that Customer does allow a person under the age of 13 to access the services, Customer will promptly notify BooleBox of such unauthorized access, and will take any and all steps necessary to prevent such access.

2.4 Restricted Use. Notwithstanding anything to the contrary in this Agreement, Customer will not, and will not permit any End User or third party to: (a) lease, rent, sell, or resell the Services; (b) reverse engineer, decompile, modify, alter, tamper with, disassemble, or create any derivative works of any software used to provide the Services, (c) use the Services in such a matter that use of or failure of the Services could lead to physical damage, death, or injury to a Customer, End User, or third party, and (d) use or access the Services in any manner which expressly violates the Acceptable Use Policy found in the Terms of Service.

2.5 Compliance with Laws. Customer is responsible for complying with any and all Federal, state, and local laws governing its use of the Services, and ensuring that End Users comply with same.

2.6 Third Party Requests. Customer is solely responsible for responding to any and all “Third Party Requests.” For the avoidance of doubt, the term “Third Party Requests” shall mean a request from third party for information related to use of the Services by a Customer or End User. If BooleBox receives such Third Party Requests, BooleBox shall transmit such requests to the Customer within a commercially reasonable time. If a Customer fails to respond to a Third Party Request, BooleBox may only respond to such request to the extent allowed by this Agreement.

3. Third Party Services. BooleBox may, at its sole discretion, use third party software to provide the Services. In this event, Customer accepts and acknowledges that Customer’s access to the Services may be conditioned on the acceptance of terms and conditions advanced by said third party. Customer also accepts and acknowledges that such third party terms and conditions shall not be binding on this Agreement in the event that such terms and conditions conflict with a provision of this Agreement. Accordingly, BooleBox (a) expressly disclaims any and all liability for any and all acts and omissions of a third party, and (b) BooleBox does not warrant, guarantee, or support the functionality of any software provided by a third party, except as expressly stated by BooleBox in writing.

4. Suspension.

4.1 Suspension of Customer and End User Accounts. If an End User or Customer violates this Agreement, including the provisions of the Terms of Service, or uses the Services in a manner which BooleBox, in its sole discretion, reasonably believes will cause it to incur liability, then BooleBox may (a) immediately suspend the Customer’s use of the Services as a whole, or the use of the Services by a specific End User or End Users, or (b) at BooleBox’s discretion, notify Customer of the violation, and afford Customer the opportunity to cure the violation with a reasonable period of time before suspending the Customer’s use of the Services, or the use of the Services by a specific End User. For the avoidance of doubt, “reasonable period of time” shall be made on a case-by-case basis at the sole discretion of BooleBox. Further, in the event of a “Security Emergency”, BooleBox will immediately suspend the Customer’s and all End Users’ use of the Services, until the Security Emergency has been resolved to the satisfaction of BooleBox. For the avoidance of doubt, the term “Security Emergency” shall mean (i) use of the Services which actually disrupts or damages or may disrupt or damage the Services, other Customers’ use of the Services, or the infrastructure used to provide the Services, and (ii) unauthorized third-party access to the Services.

4.2 Suspension for Non-Payment of Fees. BooleBox reserves the right to suspend Customer Accounts for up to fifteen (15) days for non-payment of fees pursuant to Section 6.1 of this Agreement (the “Non-Payment Suspension Period”). During such Non-Payment Suspension Period Customers and End Users may access Customer Data, but shall be unable to use other functionality of the Services until payment is received by BooleBox. During such Non-Payment Suspension Period, Customer may, at its discretion, downgrade to a “free” version of the Services. If Customer fails to pay the amounts owed, and fails to downgrade the Customer’s Account as described above, the Customer’s Account will be disabled at the end of the Non-Payment Suspension Period. In such event, BooleBox shall maintain Customer Data in the Account for twelve (12) months. If Customer wishes to restore their account during such twelve (12) month period, Customer may do so by paying (i) the amounts owed for the use of the Account during the Non-Payment Suspension Period, and (ii) the amounts owed for the month in which the Account is being re-activated. If Customer has not restored its Account at the end of such twelve (12) month period, Customer’s Account shall be terminated and BooleBox may delete all Customer Data in such Account.

5. Intellectual Property Rights.

5.1 BooleBox Intellectual Property Rights. Except as expressly provided in this Agreement and the Terms of Use, this Agreement does not grant Customer any rights to intellectual property which is the property of BooleBox (“BooleBox IP”). For the avoidance of doubt, the term “BooleBox IP” means any and all protection BooleBox has or may have with respect to the Software and Services under the law of patent, trademark, trade dress, trade secret, copyright, and moral rights as such may come to exist, now or in the future, under the laws of the United States or foreign nations.

5.2 Customer Intellectual Property Rights. Except as expressly provided in this Agreement, and as reasonably necessary to provide the Services, nothing in this agreement grants BooleBox any intellectual property rights in and to the Customer Data. Customer expressly agrees to allow third parties designated by BooleBox the same intellectual property rights as BooleBox to the extent such is necessary to offer the Services. For the avoidance of doubt, such intellectual property rights shall include any and all protection Customer may have under the law of patent, trademark, trade dress, trade secret, copyright, and moral rights as such may come to exist, now or in the future, under the laws of the United States or foreign nations.

5.3 Use of Customer Suggestions. BooleBox may, from time to time, and in its sole discretion, solicit suggestions, comments, and feedback from Customers and End Users (“Customer Suggestions”). The Customer expressly agrees to allow BooleBox to implement Customer Suggestions free and clear of any claims to any and all intellectual property associated with or embodied in such Customer Suggestions.

5.4 Customer List. Customer expressly agrees to allow BooleBox to include Customer’s name, likeness, and/or logo in a list of BooleBox customers published on the BooleBox website or in other marketing, advertising or promotional materials.

6. Fees and Payment.

6.1 Fees.

(a) Monthly Fees. Monthly fees for BooleBox Premium Accounts are as described on BooleBox’s pricing page, found at www.boolebox.com/prices.html. No refunds of any monthly fees shall be issued, except as required by law. In the event of any change to BooleBox’s pricing (which shall not include the expiration of free trials or the like), such changes will only apply to Accounts created after the new pricing has gone into effect.

(b) Upgrades. A Customer with a Free Account shall pay a fee of Fifteen Dollars ($15 USD) to upgrade to a Premium Individual Account, or Sixty-Five Dollars ($65 USD) to upgrade to a Premium Business Account, and thereafter the Customer will pay the applicable monthly fees provided above. Additionally, a Customer upgrading from a Premium Individual Account to a Premium Business Account shall pay a fee of Fifty Dollars ($50 USD), and thereafter shall pay the applicable monthly fee as described above. Such upgrade fees shall be charged at the end of a Customer’s monthly billing period.

(c) Additional End Users. Customers with Premium Business Accounts may add additional Premium Licenses to allocate to End Users (i.e., in excess of the five (5) Premium Licenses which are included in the Premium Business Account) at any time. Customer agrees to pay to Boolebox an additional fee of Ten Dollars ($10 USD) per month per additional Premium License. When a new Premium License is added, the additional Premium License fee shall be prorated for the month in which it was purchased, based on the date on which the additional Premium License is purchased. However, and for the avoidance of doubt, if an additional Premium License is revoked, the Customer shall be responsible for the full Premium License fee for the month in which such termination occurred.

6.2 Payment Authorization. Customer is responsible for furnishing BooleBox with complete and accurate billing information, and for maintaining such information in the event of any change thereto. Customer agrees to pay and authorizes BooleBox to charge, via Customer’s selected payment method, all fees due under this Agreement. Customers may only pay by one (1) method.

6.3 Billing Period. Customers shall be charged at the end of each Billing Period. Each Billing Period shall be thirty (30) days, and shall be measured from the date a Customer begins using a BooleBox Premium Account. For the avoidance of doubt, the parties agree that Coordinated Universal Time (UTC) in determining dates/times under this Agreement.

6.4 Non-Payment and Suspension. If payment cannot be processed by BooleBox or a designated third party, BooleBox will furnish the Customer with notice that payment has not been made. In such case, BooleBox shall suspend access to the Customer Account in accordance with Section 4.2, and shall restore such access within three (3) business days following receipt of the applicable payment.

6.5 Automatic Renewal and Trials. If the Customer is enrolled in a trial for the Services or has elected to automatically renew their subscription to the Services each month, BooleBox or a designated third party may automatically charge at the end of the trial or for the renewal unless Customer notifies BooleBox in writing that Customer wishes to disable the Account in accordance with Section 7.3 of this Agreement.

6.6 Taxes. Customer is responsible for paying any and all taxes due under this Agreement. BooleBox will charge tax when required to do so. If Customer must withhold any taxes, Customer must notify BooleBox in writing and provide BooleBox with an official tax receipt.

7. Term and Termination.

7.1 Term. This Agreement shall remain perpetually in effect unless and until the Customer’s subscription for the Services expires, or either party terminates this Agreement in accordance with the provisions of this Agreement.

7.2 Conditional Termination. Subject to the terms hereof, either party may terminate this Agreement if (a) a party has materially breached this Agreement, the non-breaching party has provided written notice of such breach, and the non-breaching party has failed to cure such breach within thirty (30) days of transmission of such notice (unless an alternate cure period has otherwise been provided hereunder), (b) a party ceases to operate in the normal course of business or becomes the subject of insolvency proceedings and such insolvency proceedings are not resolved within ninety (90) days, and (c) in connection with a merger, acquisition, or sale of all or substantially all of a party’s assets and upon receipt of thirty (30) days’ written notice of such transaction.

7.3 Termination by Customer. Customer may terminate this Agreement at any time by providing written notice to BooleBox prior to the final day of each billing period. If the Customer terminates this Agreement before the end of a billing period, BooleBox shall continue to provide the Services, and Customer and all End Users may continue to use the Services, until the end of such billing period.

7.4 Effect of Termination. In the event that this Agreement is terminated: (a) except as expressly provided within this Section 7.4, the rights given to Customer by BooleBox under this Agreement shall cease immediately, (b) BooleBox shall provide Customer access to its Account for thirty (30) days at then-current fees to allow Customer to download or otherwise export Customer Data, and (c) after a commercially reasonable time, BooleBox may delete any Customer Data associated with the Customer’s Account. Notwithstanding the foregoing, the provisions of Sections 2.4, 2.5, 2.6, 5, 7.4, 8, 9, 10, and 11 shall survive the termination of this Agreement, and any other terms of this Agreement shall survive if, by their nature, they would reasonably be deemed to survive termination of this Agreement.

8. Indemnification.

8.1 Indemnification by Customer. Customer shall defend, indemnify and hold harmless BooleBox, its officers, directors, employees, agents and affiliates from any claim, suit, cause of action, proceeding, liability, or damage (including settlement costs, and reasonable attorneys’ fees) involving: (a) Customer Data, including without limitation any infringement of any rights of a third party in connection with same, and/or (b) Customer’s and/or any End User’s use of the Service in violation of this Agreement, including, but not limited to, use of the Service to infringe on the intellectual property rights of BooleBox or a third party.

8.2 Indemnification by BooleBox. BooleBox shall defend, indemnify and hold harmless Customer, its End Users, its officers, directors, employees, agents and affiliates (collectively “Indemnitees”) from any claim, suit, action or demand (“Claim”) that the Service infringes upon any U.S. patent, copyright or trademark right of a third party, subject to a court of competent jurisdiction, in a judgment that has become final and that is no longer subject to appeal or review, determining that such an infringement has in fact occurred, or the applicable parties having executed a settlement agreement whereby the applicable third party plaintiff shall be entitled to a monetary settlement payment. The foregoing shall be expressly subject to Customer’s indemnification obligations as set forth above, and shall not apply in the event such Claim arose directly as a result of Customer’s use of the Service.

8.3 Notice and Claim Control. The party entitled to indemnification (the “Indemnified Party”) hereunder will (a) promptly notify the other party in writing of the Claim, (b) grant the other party sole control of the defense and settlement of the Claim, and (c) reasonably assist the other party in defending the Claim. Notwithstanding the foregoing, any settlement requiring the Indemnified Party to admit liability or wrongdoing shall require the written consent of the Indemnified Party. The Indemnified Party is permitted under this Section 8 to join in the defense with its own counsel at its own expense.

9. Limitation of Liability and Warranties.

9.1 Disclaimer. BOOLEBOX PROVIDES THE SERVICES “AS IS” AND ON AN “AS AVAILABLE” BASIS. ACCORDINGLY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOOLEBOX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS.

9.2 No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOOLEBOX DOES NOT MAKE ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, AND BOOLEBOX SPECIFICALLY EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BOOLEBOX, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OR DESTRUCTION OF DATA, LOSS OF ACTUAL OR ANTICIPATED PROFITS OR BENEFITS, LOSS OF PERSONAL KEYS (AS SUCH TERM IS DEFINED IN THE TERMS OF SERVICE), OR THE COST OF PROCURING A REPLACEMENT SERVICES OR SOLUTIONS, WHETHER OR NOT BOOLEBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE SERVICES, OR ANY UNDERTAKING OR PERFORMANCE THAT MAY BE PROMISED, PERFORMED, OR EXECUTED TO IMPLEMENT THESE TERMS.

9.4 Limitation of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT BOOLEBOX’S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (A) FIFTY THOUSAND DOLLARS ($50,000 USD) OR (B) THE ACTUAL SUM CUSTOMER HAS PAID TO BOOLEBOX IN THE TWELVE (12) MONTHS PRECEDING THE INITIATION OF ACTION AGAINST BOOLEBOX.

10. Disputes and Dispute Resolution.

10.1 Initial Dispute Resolution. BooleBox wishes to resolve disputes without formal legal claims. Accordingly, Customer agrees to try to resolve any and all disputes arising under this Agreement informally by contacting legal@boolebox.com before filing a Claim or lawsuit against BooleBox. BooleBox will try to resolve the dispute informally by contacting Customer via email. If a dispute is not resolved within thirty (30) days of submission, party may begin formal legal action, subject to this Agreement.

10.2 Choice of Law. The parties agree that any and all disputes arising under this Agreement shall be governed by the laws of the State of California, without regard for conflicts of law principles. Customer and BooleBox expressly disclaim from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

10.3 Venue. The parties expressly agree and acknowledge that the proper venue for any dispute under this Agreement shall be a court of competent jurisdiction located in San Francisco County, California. Customer hereby irrevocably consents to the personal jurisdiction of a court of competent subject matter jurisdiction located in San Francisco County, California.

10.4 Money Damages Sufficient. Customer expressly agrees that money damages are sufficient to compensate Customer in any dispute arising under this Agreement. Accordingly, Customer expressly disclaims any right to non-monetary relief, including, but not limited to, equitable or injunctive relief, that Customer may have in connection with a dispute arising under this Agreement.

11. Miscellaneous.

11.1 No Legal Advice. Information contained on or made available through the Services or in this Agreement is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance and no attorney-client relationship is formed thereby. Customer is advised that Customer has the right to seek independent counsel in connection with this Agreement.

11.2 Modification. BooleBox reserves the right to modify this Agreement from time to time, and shall post the most current version of this Agreement on its website. If a revision to this Agreement meaningfully reduces Customers’ rights, BooleBox shall notify Customer. Customer expressly agrees to allow such revisions.

11.3 Waiver, Severability, and Assignment. Any failure on the part of BooleBox to enforce a provision under this Agreement does not constitute waiver of any rights under this Agreement, including the right to take action at a later date. If any provision of this Agreement is found unenforceable, the remaining provisions of this Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. Customer may not assign any of its rights under this Agreement, and any such attempt will be null and void. Notwithstanding anything to the contrary herein, BooleBox may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

11.4 Notices. By using the Services, Customer consents to provide BooleBox with an e-mail address, which shall be used by BooleBox to provide Customer with any and all required notices under this Agreement. For the avoidance of doubt, any notices sent to Customer under this Agreement will be deemed received once they are sent by BooleBox. If Customer no longer consents to receiving notice by e-mail, Customer must terminate this Agreement. Notices sent to BooleBox under this Agreement may be transmitted to legal@boolebox.com.

11.5 No Agency or Partnership. Nothing in this Agreement shall be deemed to create any agency or partnership. BooleBox is an independent contractor for all purposes. This Agreement is solely for the benefit of the Customer, and the benefits of this Agreement shall inure only to the Customer and Customer’s successors.

11.6 Entire Agreement. This Agreement, the Terms of Service, and the Privacy Policy, constitute the entire agreement between Customer and BooleBox with respect to the subject matter thereof, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter thereof.