Terms of Service
Brainbox AI Terms of Service
Last revised on March 9, 2026
These BrainBox AI Terms of Service (“Terms of Service”) are published on the BrainBox AI website and are incorporated into any order form, proposal, or other written agreement executed by both parties that references and incorporates these Terms of Service (each, an “Agreement”), pursuant to which BrainBox AI will provide the service(s) specified therein (the “Services”) in buildings located at the addresses identified in the applicable Agreement (the “Locations”). All capitalized terms not defined in these Terms of Service have the meaning given to them in the applicable Agreement.
These Terms of Service apply to new Agreements, including renewals of existing Agreements, effective on or after March 9, 2026.
By executing an Agreement and/or accessing or using the Services, you agree to be bound by these Terms of Service. If you enter into an Agreement on behalf of a legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
If you previously agreed to a version of these Terms of Service in effect prior to March 9, 2026, the current Terms of Service will apply upon renewal of the then-current Agreement or execution of a new Agreement referencing these Terms of Service. A copy of the immediately preceding version of the Terms of Service is available at https://brainboxai.com/en/terms-of-service/brainbox-ai-service-2020-03-23
BrainBox AI reserves the right to amend these Terms of Service upon thirty (30) days’ prior written notice to you. Continued use of the Services after such notice period constitutes acceptance of the amended Terms of Service.
1. Services. Subject to the terms and conditions of these Terms of Service, and the Agreement and your payment of all relevant fees, BrainBox AI grants you and your End-Users a non-exclusive, non-transferable subscription to access and use BrainBox AI’s Services solely for your internal business purposes. BrainBox AI may, at its sole discretion, make non-material updates to the Services at any time, and BrainBox AI will use all reasonable efforts to make you aware of any such updates. To the extent any BrainBox AI software is provided to you for installation on your systems for use in connection with the Services, the BrainBox AI software will be included in the definition of Services and subject to the foregoing license. All software may only be used in support of your use of the Services and for no other purpose. For purposes of the Agreement, “End-Users” means your employees, contractors, tenants, Authorized Business Contacts, Platform Administrators, representatives or other third parties with whom the Customer transacts business, and who are authorized to access the Services on your behalf and who have been supplied with unique user credentials (identifications and password) by the Platform Administrator or by Brainbox AI at the Customer’s request.
2. End-User Access and Account Management. Access credentials are not to be shared amongst multiple End-Users. You shall ensure that only authorized End- Users may access the Services and that such access complies with the Agreement. BrainBox AI may suspend or terminate any End- User’s access to the Services if such termination or suspension is necessary to preserve the security, integrity, accessibility, or availability of the Services, Confidential Information, or BrainBox AI’s systems or network.
3. Mobile Application.To facilitate use of the Services, certain End- Users may elect to download from an authorized app store BrainBox AI’s mobile application (the “Mobile App”). Use of the Mobile App and the associated Services requires the End- User to accept and be bound by BrainBox AI’s then-current Mobile App end user license agreement (the “EULA”), which is furnished with the Mobile App. In the event of a conflict between these Terms of Service and the EULA regarding your use of the Services through the Mobile App, these Terms of Service will govern.
4. Restrictions. You and your End- Users may only use the Services as described in these Terms of Service and in BrainBox AI’s then- current documentation for the Services made generally available to BrainBox AI’s customers (the “Documentation”). You are responsible for ensuring your End-Users comply with all relevant terms of these Terms of Service and any failure to comply will constitute a breach by you. Except as expressly authorized by these Terms of Service, you will not, and will not allow any End- User or other third party to, (a) permit any third party to access or use the Services other than an End- User; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, except to the extent expressly permitted by applicable law; (c) use the Services or any BrainBox AI Confidential Information to develop a competing product or service; (d) use any Services, or allow the transfer, transmission, export, or re-export of any Services or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency; (e) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Documentation and Services, including any screen displays, etc., or any other products or materials provided by BrainBox AI hereunder; or (f) use the Services in a way other than as intended, including but not limited to, inputting any personal information (other than name and basic contact information (email and phone number)) into the Services. Under no circumstances will BrainBox AI be liable or responsible for any use, or any results obtained by the use, of the Services in conjunction with any services, software, or hardware that are not provided by BrainBox AI. All such use will be at your sole risk and liability. The Services are not intended to accept personal information (other than name and basic contact information (email and phone number)), but if you have questions regarding how BrainBox AI treats data that can identify any natural person or other privacy issues, please refer to BrainBox AI’s Privacy Policy available at https://www.tranetechnologies.com/en/index/privacy-policy.html.
5. Information Security. Consistent with any law or regulation applicable to the Services and BrainBox AI’s then-current practices and procedures, BrainBox AI will maintain and enforce administrative, technical, and physical safeguards to reasonably protect the confidentiality, availability, and integrity of your Confidential Information and Your Data, as defined below. BrainBox AI will promptly report to you any compromise of security that it becomes aware of with regard to Your Data.
6. Connectivity; Required Third Party Software. Unless otherwise specified in writing between you and BrainBox AI, you and your End- Users are solely responsible for all telecommunication or internet connections required to access the Services, as well as all hardware and software at your site, including obtaining and licensing any third-party software or related applications specified by BrainBox AI for proper use of the Services (the “Third Party Software”). All use of the Third Party Software is governed by the terms and conditions furnished with those applications. BrainBox AI assumes no liability or responsibility for the Third Party Software. Your sole and exclusive remedies with regard to the Third Party Software are set forth in the relevant third party terms and conditions. You release BrainBox AI of all liability, claims, and damages, whether now known or later discovered, arising out of the Third Party Software. In addition to other third party costs that may apply, you are responsible for all telecommunications costs, fees and services required for and dedicated to your access to the Services.
7. Proprietary Rights. You acknowledge and agree that (a) all Documentation and Services are protected by intellectual property rights, as applicable, of BrainBox AI and its vendors/licensors and that you have no right to transfer or reproduce any of the foregoing or any BrainBox AI software provided with the Services or prepare any derivative works with respect to, or disclose Confidential Information (as defined in section 16 (Confidentiality)) pertaining to, any Services or any part of them and (b) BrainBox AI owns all right, title, and interest in and to the Documentation, the Services and any BrainBox AI software that is provided, including any changes or modifications made to the Services or Documentation performed in connection with these Terms of Service, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services. Under no circumstances will you be deemed to receive title to any portion of the Services, Documentation or BrainBox software, title to which shall at all times vest exclusively in BrainBox AI. The Agreement is not a “work made for hire” agreement, as that term is defined in section 101 of Title 17 of the United States Code, or any equivalent concept under applicable law. You will preserve all Services and Documentation free from any liens, encumbrances, and claims of any individual or entity. You will not use any Confidential Information disclosed by BrainBox AI to you in connection with these Terms of Service to contest the validity of any intellectual property rights of BrainBox AI or its licensors. Any such use of BrainBox AI’s Confidential Information will constitute a material, non-curable breach of these Terms of Service and the Agreement.
8. Your Data. You grant BrainBox AI a non-exclusive, worldwide, royalty-free license to use the documents, information, graphics, data, content, and other materials input by you or collected from you into the Services (“Your Data”) for purposes of performing the Services. You will be responsible for obtaining all rights, permissions, and authorizations to grant the foregoing license. Except for the licenses granted in the Agreement, nothing contained in these Terms of Service or in the Agreement will be construed as granting BrainBox AI any right, title, or interest in Your Data. You grant BrainBox AI a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty- free license to use, copy, distribute, and otherwise utilize statistical, anonymized, and/or aggregated data derived from your use of the Services (the “Aggregated Data”) for BrainBox AI’s business purposes, including the improvement of BrainBox AI’s products and services and the provision of products and services to BrainBox AI’s customers; provided the Aggregated Data does not include (directly or by inference) any information identifying you or any identifiable individual. The Aggregated Data will not be considered your Confidential Information. For clarity, Your Data constitutes Customer Data for purposes of the Agreement.
9. Third-Party Equipment Documentation
9.1 “Third-Party Equipment Documentation” means any documentation, manuals, specifications, network information, control point lists, asset registers, drawings, or other technical or operational materials relating to the Building Systems, whether supplied directly or indirectly to BrainBox AI. Such documentation includes materials: (i) supplied directly by the Customer; (ii) obtained from third parties where, by virtue of the Customer’s ownership or operation of the Building Systems, the Customer has been provided, or otherwise has authorized access to such materials for its internal use or for the operation, maintenance, or support of its Building Systems; or (iii) retrieved, accessed, or generated by BrainBox AI, in the ordinary course of providing the Services, from publicly available sources, vendor portals, or manufacturer websites based on information identifying the Customer’s Building Systems (including model numbers, equipment types, capabilities, control points, or manufacturer details) supplied or confirmed by the Customer.
9.2 Authorization to Use Third-Party Equipment Documentation. The Customer represents and warrants that it has obtained all rights, licenses, consents, and permissions reasonably necessary to authorize BrainBox AI to access, use, copy, store and rely on Third-Party Equipment Documentation for the purposes of providing the Services. The Customer grants BrainBox AI a non-exclusive, royalty-free, worldwide license to use, copy, display, store and rely on Third-Party Equipment Documentation solely as necessary to provide the Services, including by BrainBox AI’s affiliates, subcontractors and authorized partners performing the Services on its behalf. BrainBox AI is entitled to rely on Customer’s authorization to use such Third-Party Equipment Documentation for purposes of providing the Services under the Agreement. The Customer will indemnify, defend, and hold BrainBox AI harmless from any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) to the extent arising from a breach of the foregoing representation and warranty by the Customer in connection with BrainBox AI’s use of Third-Party Equipment Documentation in accordance with the Agreement. For clarity, BrainBox AI does not warrant the accuracy, completeness, or continued availability of any Third-Party Equipment Documentation and may rely on such Third-Party Equipment Documentation for the provision of Services. Nothing herein permits BrainBox AI to use Third-Party Equipment Documentation for general model training or purposes unrelated to the Services.
10. Feedback. You may provide suggestions, comments or other feedback (collectively, “Feedback”) to BrainBox AI with respect to its products and services, including the Services. Feedback is voluntary. BrainBox AI may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant BrainBox AI an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with BrainBox AI’s business, including the enhancement of the Services.
11. Support and Maintenance. BrainBox AI shall provide support and maintenance as follows:
- During the Agreement Term, BrainBox AI will provide you with support, during BrainBox AI’s then-current business hours (current business hours are: 7 a.m. to 10 p.m. Eastern U.S. time, Monday through Friday, excluding U.S. holidays). Email support issues should be sent to support@brainboxai.com. For Sold Equipment, warranty terms will apply.
- BrainBox AI will provide Service updates and bug fixes that BrainBox AI in its sole discretion makes generally available to its other similarly situated customers at no charge. However, you will not be entitled to receive updates or new releases that include new or different functionality for which BrainBox AI imposes an additional charge to its other customers. Such new or different functionality may be purchased by you, in your discretion, at BrainBox AI’s then current pricing. BrainBox AI will use commercially reasonable efforts to correct reproducible failures of the Services to perform in substantial accordance with their then-current Documentation. The support and maintenance services described in this section may be referred to, collectively, as the “Support Update Services,” which are deemed included in the definition of “Services.”
12. Fees. Fees, payment milestones, billing cadence, and any commercially agreed deviations from this section are set out in the applicable Agreement (the “Financial Terms”). You will pay BrainBox AI or BrainBox AI’s authorized reseller the fees and costs associated with the Services in accordance with the Financial Terms of the Agreement. All fees are non-refundable. You will pay all invoices within thirty (30) days of invoice date. Payments not made within that time period will be subject to late charges equal to the lesser of (a) one and one-half percent (1.5%) per month of the overdue amount or (b) the maximum amount permitted under applicable law. In the event an invoice remains unpaid more than forty-five (45) days from the invoice date, BrainBox AI may, in its discretion, suspend the Services until the invoice is paid in full. In addition to any other payments due under the Agreement, you agree to pay, indemnify and hold BrainBox AI harmless from any sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the performance of the Services under the Agreement; excluding, however, income taxes on profits which may be levied against BrainBox AI. You will pay BrainBox AI on demand all reasonable attorney fees and other costs incurred to collect any fees or charges due under the Agreement.
13. Warranties
13.1 Your Warranty. You represent and warrant that (a) you have full power, capacity, and authority to enter into the Agreement and to grant the license set forth in section 8 (Your Data); and (b) use of Your Data as permitted under the Agreement and your use of the Services does not and will not infringe the intellectual property, publicity, or privacy rights of any person and is not defamatory, obscene, or in violation of applicable foreign, federal, state and local laws, rules and regulations (including but not limited to applicable policies and laws related to spamming, privacy, and consumer protection) (collectively, “Applicable Law”).
13.2 BrainBox AI Warranty. During the Agreement Term, BrainBox AI represents and warrants (a) the Services will substantially comply with the Documentation; (b) it will use commercially reasonable efforts to screen the Services for viruses, Trojan horses, worms, and other similar intentionally harmful or destructive code; and (c) it will comply with Applicable Law in performing the Agreement. In the event of a breach of the warranty in this section 13.2, BrainBox AI’s sole and exclusive liability and your sole and exclusive remedy will be to perform the defective Services again. In the event BrainBox AI is unable through reasonable efforts to correct the defective Services within thirty (30) days from receipt of notice from you of the breach, you may elect to terminate the Agreement and receive a pro-rated refund of any pre-paid, unused recurring fees for the non-conforming Services.
13.3 Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 13.2 (BRAINBOX WARRANTY), THE SERVICES AND SUPPORT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. BRAINBOX AI AND ITS RESELLERS, VENDORS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND TITLE/NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRAINBOX OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE ANY OTHER WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF BRAINBOX’S OBLIGATIONS HEREUNDER. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT BRAINBOX AND ITS RESELLERS, VENDORS, AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS. BRAINBOX WILL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE RESPONSIBLE FOR PRESERVING AND MAKING ADEQUATE BACKUPS OF YOUR DATA.
14. BrainBox AI Indemnity. BrainBox AI will defend, indemnify, and hold you harmless from any and all third-party claims, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising from or relating to any allegation that your authorized use of the Services, as permitted under this Agreement, infringes or misappropriates that third party’s United States patent, copyright, or trade secret rights. The foregoing indemnification obligation of BrainBox AI is contingent upon you promptly notifying BrainBox AI in writing of such claim, permitting BrainBox AI sole authority to control the defense or settlement of such claim and providing BrainBox AI reasonable assistance (at BrainBox AI’s sole expense) in connection therewith. If a claim of infringement under this section 14 (BrainBox AI Indemnity) occurs, or if BrainBox AI determines a claim is likely to occur, BrainBox AI will have the right, in its sole discretion, to either (a) procure for you the right or license to continue to use the Services free of the infringement claim, or (b) modify the Services to make it non-infringing, without loss of material functionality. If neither of these remedies is reasonably available to BrainBox AI, BrainBox AI may, in its sole discretion, immediately terminate the Agreement or affected Service(s) and return the prorated portion of any pre-paid, unused fees for the relevant Services. Notwithstanding the foregoing, BrainBox AI will have no obligation with respect to any claim of infringement that is based upon or arises out of (i) the use or combination of the Services with any hardware, software, products, data, or other materials not provided by BrainBox AI, (ii) modification or alteration of the Services by anyone other than BrainBox AI, (iii) use of Services in excess of the rights granted in the Agreement, or (iv) Your Data (collectively, the “Excluded Claims”). The provisions of this section 14 (BrainBox AI Indemnity) state the sole and exclusive obligations and liability of BrainBox AI and its Resellers, licensors, and suppliers for any claim of intellectual property infringement arising out of or relating to the Services or the Agreement, and are in lieu of any implied warranties of non-infringement, all of which are expressly disclaimed.
15. Your Indemnity. You will defend, indemnify, and hold BrainBox AI harmless from any and all third-party claims, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising from or relating to any Excluded Claims. The foregoing indemnification obligations are contingent upon BrainBox AI (a) promptly notifying you in writing of such claim; (b) granting you sole control over the defense and settlement of such claim (provided that you may not settle any claim in a manner that admits fault on BrainBox AI's behalf, imposes obligations on BrainBox AI, or adversely affects BrainBox AI's rights or interests without BrainBox AI's prior written consent, which shall not be unreasonably withheld); and (c) providing you with reasonable assistance (at your sole expense) in connection therewith.
16. Confidentiality. During the Agreement Term, each party may disclose to the other certain non-public information or materials relating to a party's products, intellectual property, business, marketing programs and efforts, and other confidential information and trade secrets (“Confidential Information”). Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was previously known to the receiving party prior to the date of disclosure, as evidenced by contemporaneous written records; (c) was acquired from a third party without any breach of any obligation of confidentiality; (d) was independently developed by a party hereto without reference to or use of Confidential Information of the other party; or (e) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency, provided, however, that the party receiving such subpoena or order will promptly inform the other party in writing and provide a copy thereof, and will only disclose that Confidential Information necessary to comply with such subpoena or order. Except as expressly provided herein, the receiving party will not use or disclose any Confidential Information of the disclosing party without the disclosing party's prior written consent, except disclosure to and subsequent uses by the receiving party's employees or consultants on a need-to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information that are at least as restrictive as the receiving party's obligations under this section. Subject to the foregoing nondisclosure and non-use obligations, the receiving party agrees to use at least the same care and precaution in protecting such Confidential Information as the receiving party uses to protect the receiving party's own Confidential Information and trade secrets, and in no event less than reasonable care. Each party acknowledges that due to the unique nature of the other party's Confidential Information, the disclosing party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party will be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. Neither party will remove or alter any proprietary markings (e.g., copyright and trademark notices) on the other party's Confidential Information.
17. Limitation of Liability and Damages. EXCEPT FOR LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, NEITHER BRAINBOX AI NOR ITS RESELLERS, VENDORS, OR LICENSORS WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, TRADING LOSSES, BUSINESS, DATA, OR OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THE AGREEMENT, INCLUDING USE OF OR INABILITY TO USE THE SERVICES AND SUPPORT SERVICES. THE TOTAL LIABILITY OF BRAINBOX AI AND ITS RESELLERS, VENDORS, AND LICENSORS TO YOU OR ANY THIRD PARTY ARISING OUT OF THE AGREEMENT, THE SERVICES, OR SUPPORT SERVICES IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGE (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID HEREUNDER BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, BUT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
18. Termination
18.1 Termination for Cause. Either party may terminate the Agreement, or terminate one or more Services, upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after either party gives the other written notice thereof, unless the breach is cured within such thirty (30)-day period.; Either party may terminate the Agreement immediately upon written notice, if (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes a general assignment for the benefit of its creditors; or (iii) any proceedings (whether voluntary or involuntary) are commenced against the other party under any bankruptcy or similar law and such proceedings are not vacated or set aside within sixty (60) days from the date of commencement thereof.
18.2 Suspension of Services. Notwithstanding any other provision of the Agreement, BrainBox AI may, in its sole discretion, suspend your access to one or more Services for any of the following reasons (a) to prevent damages or risk to, or degradation of, the Services; (b) to comply with any law, regulation, court order, or other governmental request; (c) to otherwise protect BrainBox AI from potential legal liability; or (d) in the event an invoice remains unpaid for more than forty-five (45) or more days from the invoice date. BrainBox AI will use reasonable efforts to provide you with notice prior to or promptly following any suspension of the Services. BrainBox AI will promptly restore access to the Services as soon as the event giving rise to suspension has been resolved. This section will not be construed as imposing any obligation or duty on BrainBox AI to monitor use of the Services.
18.3 Effect of Termination or Suspension. Upon termination of the Agreement, or upon termination or suspension of any Service, as applicable: (a) your and all End-Users’ access to and use of the Services will cease as of the effective date of termination or suspension; (b) you will pay to BrainBox AI all undisputed sums due to BrainBox AI for Services through the effective date of such expiration, termination, or suspension (prorated as appropriate); and (c) on your written request made within thirty (30) days after the effective date of termination or expiration of these Terms of Service, BrainBox AI will make Your Data available for export or download for a period of thirty (30) days from the date of such written request. After the foregoing period, BrainBox AI will have no obligation to maintain Your Data. Notwithstanding any other provision in the Agreement, upon your written request, BrainBox AI shall permanently delete and destroy Your Data (excluding any Aggregated Data), except to the extent retention is required to be retained by any applicable laws.
19. General Provisions
19.1 Affiliates, Subcontractors and Vendors. Some or all of the Services may be provided by BrainBox AI’s affiliates, agents, subcontractors and information system vendors. The rights and obligations of BrainBox AI may be, in whole or in part, exercised or fulfilled by the foregoing entities. BrainBox AI will ensure such entities comply with all relevant terms of the Agreement and any failure to do so will constitute a breach by BrainBox AI.
19.2 Publicity & Trademark Use. Subject to your trademark usage guidelines (if you provide them to BrainBox AI), BrainBox AI may identify you as a customer of the Services in customer lists, case studies, presentations, websites, and other promotional materials, and may use your name, logo, trademarks, and service marks solely for those purposes. In addition, BrainBox AI may issue a press release regarding the parties’ new relationship under the Agreement.
19.3 Force Majeure. Except for the payment of money as described in section 12 (Fees) of these Terms of Service, neither party will be liable for any failure or delay in performance under the Agreement or these Terms of Service which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, act of God, quarantines, pandemics, export control regulation, laws, judgments or government instructions (collectively, “Force Majeure Events”).
19.4 Entire Agreement; Amendment. The Agreement sets forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of the Agreement, except as referenced herein.
19.5 Governing Law, Venue, and Limitation of Actions. If the Agreement includes a governing law and venue provision, that provision shall govern and control over this section. If the Agreement does not specify governing law and venue, the Agreement will be construed according to, and the rights of the parties will be governed by, the law of the State of Delaware, without reference to its conflict of laws rules. The parties agree that all actions or proceedings arising in connection with the Agreement will be tried and litigated exclusively in the state or federal courts (if permitted by law and a party elects to file an action in federal court) located in Delaware. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, the Agreement in any jurisdiction other than that specified in this section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or theory or to object to venue with respect to any proceeding brought in accordance with this section.
19.6 No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. In particular, no End- User will be deemed a third- party beneficiary of the Agreement or have any rights under the Agreement.
19.7 Relationship of the Parties. The parties agree that BrainBox AI will perform its duties under the Agreement as an independent contractor. Nothing contained in the Agreement will be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Personnel employed or retained by BrainBox AI who perform duties related to the Agreement will remain under the supervision, management, and control of BrainBox AI.
19.8 Assignment. You may not assign the Agreement without the prior written consent of BrainBox AI. Notwithstanding the foregoing, upon advance written notice to BrainBox AI, you may assign the Agreement to an entity that is either (a) acquiring all or substantially all of your assets and assuming all liabilities related to such assets; (b) acquiring the division, business unit, building or operation of yours which uses Services and assuming the liabilities of such division, business unit, building or operation; or (c) a subsequent tenant assuming your lease or entering into its own lease for the premises which use the Services, provided that such assignee is not a competitor of BrainBox AI or its affiliates. Additionally, in order for you to be released from liability under the Agreement, the assignee must agree in writing with BrainBox AI that the assignee (i) accepts the terms and conditions of the Agreement (and any amendments) and these Terms of Service, and (ii) accepts full responsibility for any existing payment obligations under the Agreement.
19.9 Severability. If any of the provisions of the Agreement are found or deemed by a court to be invalid or unenforceable, they will be severable from the remainder of the Agreement and will not cause the invalidity or unenforceability of the remainder of the Agreement.
19.10 Waiver. Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of the Agreement. Further, the waiver by either party of a particular breach of the Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same other provisions of the Agreement.
19.11 Choice of Language. The parties expressly agree that the Agreement and all related documents, including notices and other communications, be drafted exclusively in English. Les parties consentent expressément à ce que la présente convention ainsi que tous les documents qui s’y rattachent, incluant les avis et autres communications, soient rédigés en anglais exclusivement.
19.12 Survival. The following provisions will survive termination or expiration of these Terms of Service: 7 (Proprietary Rights), 13.3 (Disclaimer of Warranties), 14 (BrainBox AI Indemnity) (for claims accruing prior to termination), 15 (Your Indemnity) (for claims accruing prior to termination), 16 (Confidentiality), 17 (Limitation of Liability and Damages), 18 (Termination), and 19 (General Provisions).
19.13 Electronic Execution. The Agreement and these Terms of Service may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and your acceptance will be deemed binding between the parties. You acknowledge and agree you will not contest the validity or enforceability of the Agreement or these Terms of Service and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form