Terms of Use


Version: December 2017

 

INTRODUCTION
These Terms of Use (the “Terms”) are a legal agreement between you and Boxwell, LLC (“Boxwell”, “we”, “our” or “us”) governing your access to and use of the Boxwell website located at www.boxwell.co, including all of its webpages (collectively, the “Site”). BY ACCESSING THE SITE YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT ACCESS OR
USE THE SITE

 

Website.
Site. The Site provides information regarding Boxwell and its products and services. The Site may also include forums and areas where you can engage with Boxwell or other users about Boxwell’s products and services. Boxwell does not make any representation or warranty regarding accuracy or completeness of any information contained on the Site.

 

Site License.
Subject to these Terms, Boxwell grants you a personal, limited, revocable, non-exclusive and non-transferable license to access and use the Site for informational purposes and those additional purposes enabled by Boxwell. This license is exclusive to you and you may not sublicense the use of the Site. Boxwell expressly retains all ownership rights, title and interest in and to all aspects of the Site and all intellectual property rights therein, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Site.

 

Restrictions.
You may not modify the Site, create derivative works of the Site, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Site that would reveal any source code, trade secrets, know-how or other proprietary information. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Site or displayed by, on, or in the Site. You may use the Site only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site after any termination or expiration of your agreement to these Terms for any reason. In no event may you use the Site for commercial endeavors without our prior written consent

 

Registration; User Data.

 

User Content.
You may be provided the opportunity to participate in forums, discussions, or to otherwise submit content to the Site. Boxwell does not claim ownership rights in any information, data, text, messages, or other materials or content you make available or use in connection with the Site (“User Content”). By submitting your User Content and accepting the consideration set forth in these Terms (including us permitting you to use the Site) you unconditionally grant to Boxwell a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property rights in the User Content, to reproduce, create derivative works of, distribute, publicly display, digitally transmit, and otherwise use the User Content in any medium or format, whether now known or hereafter discovered, solely to provide you the Site or as otherwise described to you on the Site. You remain the owner of all User Content that you submit to the Site and as a condition to your use of the Site, you represent and warrant to Boxwell that you are the owner of the copyright to the User Content you submit to the Site or that you have written permission from the copyright owner to submit such User Content. In addition, you warrant that all moral rights in any User Content have been waived. You agree to indemnify and hold Boxwell harmless for any violation of this provision.

 

Third Party Software and Linking.
Although we may make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. Boxwell makes no warranty with regard to the products or websites of any other entity. Boxwell has no control over the content or availability of any third-party software or website. In particular, (a) Boxwell makes no warranty that any third-party software you download or web site you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) it is your responsibility to become familiar with any web site’s privacy and other policies and terms of service, and to contact that site’s webmaster or site administrator with any concerns.

 

Code of Conduct.
You expressly agree that you are solely responsible for any and all acts and omissions that occur through your use of the Site, and you agree not to engage in any unacceptable uses of the Site, which include, without limitation, use of the Site to: register for the Site if you have not acknowledged reading and agreed to abide by these Terms and the Privacy Policy; interfere, disrupt or attempt to gain unauthorized access to other accounts on the Site or any other computer network; use the Site in connection with any commercial endeavors without Boxwell’ express written consent; create user accounts by automated means or under fraudulent or false pretenses; create or transmit unsolicited electronic communications such as spam to users or promote any products or services; collect and publish any information about any of our users; use any spider, robot, retrieval application, or any other device to retrieve any portion of the Site; reformat any of the pages that are part of the Site; disseminate, store or transmit viruses, worms, Trojan horses or other malicious code or program; encourage conduct that would constitute a criminal or civil offense; violate any applicable federal, state, local or international law or regulation; invade the privacy of any person, including but not limited to submitting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); submit false or misleading information to Boxwell, the Site or other users; or engage in any other activity deemed by Boxwell to be in conflict with the spirit of these Terms and the Privacy Policy.

 

We cannot and do not assure that other users are or will be complying with the foregoing rules of conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance. Under no circumstances shall Boxwell be liable for the acts or omissions of any user Privacy. It is the policy of Boxwell to respect the privacy of individuals who visit the website and/or provide comments to us. We do not use any personally identifiable information for any purpose other than those we have described in our Privacy Policy, located at www.boxwell.co. Any registration data and certain other information about you is subject to our Privacy Policy.

 

Disclaimer of Warranty.
THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. Boxwell EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitation of Liability. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL BOXWELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF BOXWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT ARISE IN CONNECTION WITH THE SITE. IN NO EVENT SHALL BOXWELL’S AGGREGATE LIABILITY TO USE ARISING OUT OF OR RELATED TO THE SITE EXCEED $500.00. IF YOU ARE DISSATISFIED WITH THE SITE OR WITH ANY OF THESE TERMS, OR FEEL BOXWELL HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. IT IS THE INTENTION OF YOU AND BOXWELL THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

General. Modification.
Boxwell may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Site after the “Last Revised” date at the top of these Terms. Your continued access to or use of the Site after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Site.

 

Applicable Law and Dispute Resolution.
These Terms shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that Boxwell has not adhered to these Terms, please contact us by e-mail at support@boxwell.co. We will do our best to address your concerns. If you and Boxwell are unable to reach a resolution to the dispute, you and Boxwell will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Denver, Colorado office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND BOXWELL AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN BOXWELL AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND BOXWELL ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Boxwell otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.

 

Independent Contractors.
No joint venture, partnership, employment, or agency relationship exists between you and Boxwell as a result of these Terms or use of the Site.

 

Enforcement.
If any legal action is brought to enforce these Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party.

 

Force Majeure.
Boxwell will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond Boxwell’s reasonable control.

 

Waiver.
The failure of Boxwell to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Boxwell in writing.

 

Construction.
The headings of Sections of these Terms are for convenience and are not to be used in interpretation.

Contact.
Boxwell is located in Boulder, Colorado, USA. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to the Administrator as follows:
By E-mail: support@boxwell.co.

By Postal Mail: Boxwell LLC – 6560 Gunpark Dr., Ste. B, Boulder, CO 80301

 

Entire Agreement.
These Terms constitute the entire agreement between you and Boxwell and govern your use of the Site, superseding any prior agreements between you and Boxwell. The failure of Boxwell to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Boxwell nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.