Privacy Policy

IdeaBoxAI EULA

IMPORTANT! READ CAREFULLY! This EULA is a legal agreement between you ("Licensee" or “you”) and IdeaBoxAI (as defined herein) under which IdeaBoxAI grants licenses regarding computer software, associated media, printed materials, and online or electronic documentation. We license use of the Software, Documentation, and any Consultancy Deliverable (as defined herein) to you based on this EULA. We do not sell the Software, Documentation, Consultancy Deliverables or Specification to you. We remain the owners of the Software, Documentation, Consultancy Deliverables and Specification at all times.

PLEASE READ THIS EULA CAREFULLY BEFORE YOU INSTALL, COPY, DOWNLOAD OR USE THE SOFTWARE. BY INSTALLING, COPYING, DOWNLOADING OR USING THE SOFTWARE OR USING ANY CONSULTANCY DELIVERABLE, YOU, ON BEHALF OF YOURSELF AND/OR THE ORGANIZATION YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS EULA INCLUDING ALL TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE WITH THE FOLLOWING TERMS, THEN YOU MUST IMMEDIATELY STOP USING

THE SOFTWARE.

1. Definitions and Interpretation

1.1 The definitions set forth above and below, and rules of interpretation in this Section 1 apply in this

EULA.

“AKiliate” means any corporation, firm, partnership, or other entity that directly or indirectly controls, or

is controlled by, or is under common control with IdeaBoxAI or Licensee, as applicable.

“IdeaBoxAI” means IdeaBoxAI Inc. trading as IdeaBoxAI, whose registered oVice is at OVice Cary, North

Carolina, Zip

"Computer" means the Licensee’s computer, server, workstation, device, or virtual machine on which

the Software is installed.

“Confidential Information” has the meaning in Section 8.1.

“Consultancy Deliverable” has the meaning ascribed to it in Section 8.4.

“Core” means a measurement of the number of virtual or physical CPU cores.

“Disclosing Party” has the meaning in Section 9.2.

"Documentation" means user manuals, training materials, software descriptions and specifications,

technical manuals, supporting materials and other information provided by IdeaBoxAI and accompanying

the Software, whether distributed in print, electronic, optical disc, or video format.

“EKective Date” means, unless otherwise specified in a Quotation, either the date of the invoice issued

by IdeaBoxAI against a valid Purchase Order issued by Licensee or, if no such Purchase Order is issued,

the date on which such Quotation becomes signed by both parties.

“Evaluation Output” has the meaning in Section 3.3.

“Evaluation Period” has the meaning in Section 3.1.

“License Fees” has the meaning in Section 5.1.

"License Key" means the license file provided by IdeaBoxAI to the Licensee containing information

associating the Software with the named individual or company registrant, and a set of software keys

used to activate the Software.

“Licensee Material” means any material, video, audio, images, photographs, documents, text, designs,

Licensee metadata, or other information (i) provided by the Licensee to facilitate the development of the

Consultancy Deliverables; and/or (ii) inputted and/or uploaded by the Licensee and/or IdeaBoxAI on

behalf of the Licensee for the purpose of developing or using the Consultancy Deliverables or facilitating

the Licensee use thereof.

IdeaBoxAI EULA v1.1.2“Open-Source Components" means any software component that is subject to any open-source

the Open Source Definition as prescribed by the Open Source Initiative (https://opensource.org/osd) or

otherwise may require disclosure or licensing to any third party of any source code with which such

software component is used or compiled.

“Purchase Order” means the purchase order, signed by Licensee or, in the case of electronic

transmission, sent to IdeaBoxAI by Licensee’s authorized representative, indicating the Software to be

licensed under this EULA, and including IdeaBoxAI product numbers, quantity, unit price, total purchase

price, bill-to and administrative addresses, and tax-exempt certifications, if applicable, among other

terms. Purchase Orders are not binding unless agreed to in writing by IdeaBoxAI.

“Quotation” means the written price quotation, if any, submitted by IdeaBoxAI to Licensee for the

Software or Support.

“Receiving Party” has the meaning in Section 9.2.

“Seat” means an individual named user of the Software.

“Specification” has the meaning ascribed to it in Section 10.1.

"Software" means the machine readable (object code) version of the IdeaBoxAI Studio, IdeaBoxAI Server,

and/or IdeaBoxAI Cluster and/or IdeaBoxAI Wrangler computer programs ordered under the Purchase

Order or Quotation and licensed by IdeaBoxAI to Licensee under this EULA, including all Updates.

“Support” means IdeaBoxAI the basic software maintenance and support services. Support does not

include any professional or technical services that may be provided by IdeaBoxAI under separate

agreement.

“Support Policy” means IdeaBoxAI’s support policy as updated from time-to-time and provided

at www.IdeaBoxAI.com/legal/support-policy or such other website address as IdeaBoxAI may notify

Licensee from time-to-time.

“Term” has the meaning ascribed to it in Section 14.1.

"Updates" means the new releases, corrections (e.g., bug fixes), enhancements, updates to and

upgrades of the Software provided by IdeaBoxAI to Licensee under the terms of the IdeaBoxAI Support

Policy to improve the workings of the software, remove bugs or maintain current software interfaces.

IdeaBoxAI publishes information about these Updates under terms of the Support Policy.

“Virus” means any item or device (including any software, code, file or program) which may: prevent,

impair or otherwise adversely aVect the operation of any computer software, hardware or network, any

telecommunications service, equipment or network or any other service or device; prevent, impair or

otherwise adversely aVect access to or the operation of any program or data, including the reliability of

any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or

otherwise); or adversely aVect the user experience, including worms, Trojan horses, viruses and other

similar things or devices.

1.2 Section, schedule and paragraph headings shall not aVect the interpretation of this EULA. Unless the

context otherwise requires, words in the singular shall include the plural and, in the plural, shall include

the singular. A reference to a statute or statutory provision is a reference to it as amended, extended, or

re-enacted from time-to-time, whether before or after the date of this EULA. References to sections and

schedules are to the sections and schedules of this EULA.

2. Grant of License and Renewal of Term

2.1 Subject to and eVective from the EVective Date and to the terms of this EULA, including the

restrictions set forth in Section 4 (Restrictions and Undertakings), IdeaBoxAI grants the Licensee

(provided that the Licensee is not a Legacy Licensee) a limited, revocable, non-exclusive, non-

transferable (except in accordance with Section 17.7), non-sub-licensable license during the Term to

install and use the Software, in executable code form only, solely for Licensee’s internal business

purposes.

IdeaBoxAI EULA v1.1.22.2 IdeaBoxAI grants the Licensee the right to use any Documentation to support the licensed use and

make copies of the Documentation as are reasonably necessary for Licensee’s lawful use of the

Software.

2.3 IdeaBoxAI reserves all rights that are not expressly granted to the Licensee under this Section 2 and

Section 3.

2.4 Licensee understands and agrees that some features of the Software may not be enabled, or may

become disabled, if they do not fall under the feature set(s) set forth under the Purchase Order or

Quotation.

3. Grant of Evaluation License

3.1 IdeaBoxAI may allow Licensee to use the Software on a temporary basis for evaluation purposes (an

Evaluation). If such Evaluation is permitted, then subject to the terms of this EULA, including the

restrictions set forth in Section 4 (Restrictions and Undertakings), IdeaBoxAI grants the Licensee the right

to use Software for Evaluation purposes only without charge for a period of forty-five (45) days from

activation or such other period agreed by IdeaBoxAI in writing (Evaluation Period) subject to the terms of

this Section 3.

3.2 IdeaBoxAI reserves the right to terminate the Evaluation Period at any time in its sole discretion. Upon

expiration of the Evaluation Period, the Software must be removed from the Computer. IdeaBoxAI may

extend the evaluation period on request and at its absolute discretion.

3.3 Evaluation versions of the Software are not free software. Unless the Evaluation version is converted

to full commercial license, transformation graphs and descriptions and other output generated by the

Software during the Evaluation Period (Evaluation Output) are explicitly not to be used for Licensee’s

internal or commercial purposes and must be destroyed.

3.4 The Evaluation license can be converted to a commercial license on the terms set out in this EULA

upon payment of the License Fees.

3.5 During an Evaluation, only Sections 1, 3, 4, 6, 8, 9, 11, 12, 16 and 17 of this Agreement shall apply

because Evaluations are provided “as is”. For the purposes of the Evaluation, IdeaBoxAI disclaims all

warranties and conditions, express or implied, including but not limited to merchantability, fitness for a

particular purpose and non-infringement of third-party rights.

4. Restrictions and Undertakings

4.1 The Software is licensed to Licensee solely in accordance with this EULA. Without limiting the

foregoing, any copying or redistribution of the Software is prohibited, including any copying or

reproduction of the Software to any other computer or location for further reproduction, or redistribution.

Any unauthorized use, copying or distribution of the Software is prohibited by law, and may result in civil

and criminal penalties.

4.2 Licensee shall not, directly, or indirectly and shall not attempt to, or permit anyone else to:

4.2.1 reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the

source code, underlying ideas, algorithms, file formats or non-public APIs to any Software;

4.2.2 sublicense, resell, rent, lease, loan, distribute, market, commercialize or otherwise transfer rights or

usage to the Software or any modified version or derivative work of the Software;

4.2.3 copy the Software except for a single copy for backup or archival purposes that you may install and

use for disaster-recovery purposes but for no other purpose;

4.2.4 remove or alter any copyright, trademark, or proprietary notice in the Software;

4.2.5 use the Software for third-party training, commercial time-sharing, service bureau or application

services;

4.2.6 publish or make available to any third party any analysis of the results of the operation of the

Software, including performance benchmarking results; or

4.2.7 permit the Software or any part of it to be combined with, or become incorporated in, any other

software programs.

4.3 Scope of Use

IdeaBoxAI EULA v1.1.24.3.1 The Software may only be installed and used subject to the following conditions:

a. The IdeaBoxAI Studio Software shall only be licensed to the named individual as provided by the

Licensee to IdeaBoxAI. Licensee may install and use one copy of the Software on no more than

two Computers;

b. c. The IdeaBoxAI Server Software shall only be installed on one Computer;

The IdeaBoxAI Cluster Software shall only be licensed for installation on a specific number of

Computers as defined by the Purchase Order or Quotation; and

d. the cumulative total of all Studio Seats, Server Cores, Cluster Cores must not exceed the number

of DXUs purchased;

e. 1 Seat per IdeaBoxAI Wrangler License purchased.

4.4 Licensee shall:

4.4.1 keep all copies of Software secure and maintain accurate and up-to-date records of the number

and locations of all copies of the Software; and

4.4.2 include IdeaBoxAI’s copyright notice on all entire and partial copies it makes of the Software on any

medium.

5. Fees

5.1 The fees for the license of the Software (License Fees), and provision of Support, if applicable, shall

be those specified either (i) in the Purchase Order, or (ii) in the Quotation.

5.2 The Licensee shall pay each invoice received from IdeaBoxAI within 30 days after the date of such

invoice unless the terms of the Purchase Order or Quotation require advanced payment of all or part of

the License Fees. The Licensee shall on the EVective Date provide to IdeaBoxAI valid, up-to-date, and

complete bank details and any other relevant contact and billing details. Payments shall be made in the

currency set out in the Quotation or Purchase Order.

5.3 The Licensee shall provide its bank details to IdeaBoxAI and Licensee hereby authorizes IdeaBoxAI to

bill such bank account: (i) on the EVective Date of the initial term; and (ii) on each renewal date.

5.4 IdeaBoxAI reserves the right, exercisable in its absolute discretion, with eVect from the first

anniversary of the EVective Date and every six months thereafter, to increase the License Fees (to include

or exclude any initially agreed discount at IdeaBoxAI’s absolute discretion) by an amount equal to the

average of the rate of inflation indicated by the United States Bureau of Labor Statistics Consumer Price

Index (“CPI”) over the preceding six months, plus up to 3%.. IdeaBoxAI shall provide Licensee with 60

days’ prior notice of any such increase and the payment terms of this EULA shall be deemed to have been

amended to such eVect.

5.5 If Licensee is delinquent in the payment of any invoice, or is otherwise in material breach of this EULA,

IdeaBoxAI may, in its absolute discretion, and without prejudice to its other rights, withhold delivery or

access to the Software, render the Software unusable, require Licensee to prepay for further Software,

and/or withhold the provision of Support, until complete payment has been received.

5.6 All prices are exclusive of any taxes, fees and duties or other similar amounts, however designated,

including without limitation value added withholding and sales taxes that are levied or based upon the

prices, charges or upon this EULA. Licensee shall pay, in addition to the License Fees, all taxes (excluding

taxes based on IdeaBoxAI’s net income) however designated, levied or based on the prices, terms or

performance of this EULA required to be paid by Licensee under applicable law, including, without

limitation, state and local sales and use taxes, duties and privilege and excise taxes, unless Licensee

furnishes appropriate evidence of exemption.

6. Delivery; Installation and Acceptance

6.1 The Software will be delivered to Licensee by electronic download (and may require issuance of a

License Key), unless otherwise agreed by the parties. Unless otherwise agreed by the parties, Licensee

shall be responsible for installation of the Software. The Software will be deemed accepted upon delivery.

6.2 Where Licensee places orders with an AViliate of IdeaBoxAI, then Licensee shall pay invoices issued

by such AViliate directly to them, and the delivery terms agreed with such AViliate shall apply.

IdeaBoxAI EULA v1.1.27. Support

7.1 IdeaBoxAI will provide Support for a period of one-year after delivery, unless otherwise specified in the

Purchase Order.

7.2 After the expiration of the initial one-year period, Licensee may purchase additional Software support.

7.3 If a new version of the Software is provided as an Update:

7.3.1 Licensee shall not use the previous version of the Software concurrently with the new version,

except that Licensee may use the previous version of the Software for transition between versions without

charge for sixty (60) calendar days. Upon expiration of the sixty (60) days, the previous version of the

Software must be removed.

7.3.2 IdeaBoxAI may extend the transition period referred to in Section 7.3.1 on request and at its

absolute discretion.

7.3.3 Under no circumstances shall Licensee transfer the previous version of the Software to any other

person without also transferring the new version, and only to the extent such transfer is permitted under

Section 17.7 (Assignment).

7.4 IdeaBoxAI may stop providing Support or Updates at any time upon reasonable notice. This will not

aVect Licensee’s rights to use the Software as granted under this EULA.

7.5 If Licensee has purchased a license to use the Software for a specified period, then IdeaBoxAI

reserves the right to discontinue the provision of Support of the Software (or any version of it) at any time.

7.6 IdeaBoxAI maintains current versions of the Software and provides a schedule for end-of-life support

for previous versions. Licensee should check the IdeaBoxAI website or ask IdeaBoxAI directly about the

status of supported versions.

7.7 IdeaBoxAI may subcontract to a third party its obligation to provide Support to Licensee.

8. Intellectual Property

8.1 The Software and the materials are licensed, not sold, to Licensee. IdeaBoxAI owns and retains title to

the Software and Documentation, including all intellectual property rights on a worldwide basis. Licensee

acknowledges that all intellectual property rights in the Software and the goodwill associated therewith

are vested in and belong to IdeaBoxAI, and that Licensee has no rights in or to the Software or

Documentation other than the right to use them under the terms of this EULA.

8.2 During any term of this EULA, Licensee grants to IdeaBoxAI a non-transferable, non-exclusive license

to reproduce and display Licensee's logos, trademarks, trade names and similar identifying material so

IdeaBoxAI may refer to Licensee as a user of the Software should IdeaBoxAI so desire, (e.g., website,

press release, marketing materials).

8.3 As between IdeaBoxAI and Licensee, Licensee owns the output that Licensee creates using the

Software, excluding any Evaluation Output. Evaluation Output is not to be used for Licensee’s internal or

commercial purposes unless the Evaluation License is converted to full commercial license as described

in Section 3.4.

Consultancy Deliverables

8.4 From time to time the parties may agree that IdeaBoxAI shall perform additional development

services relating to the Software on a consultancy basis (“Consultancy Deliverables”). DXUs may be

used as consideration for the production of Consultancy Deliverables, but all such work shall be

documented under either (i) a separate Purchase Order or (ii) a Quotation produced by IdeaBoxAI and

signed by the Licensee. Notwithstanding the terms of any such Purchase Order, the provisions of Sections

8.4 to 8.9 inclusive below shall apply to any and all Consultancy Deliverables.

8.5 The Licensee acknowledges and agrees that IdeaBoxAI and/or its licensors own all intellectual

property rights (and other proprietary rights) in the Consultancy Deliverables including, without limitation,

all data, models, systems, prototypes, sampling methods, research designs, methods of processing or

questioning and systems of analysis used in the Consultancy Deliverables and/or otherwise by IdeaBoxAI

and contained in the Specification. Except for the license granted under Section 8.7, this EULA does not

grant the Licensee any rights to, under or any patents, copyright, database right, trade secrets, trade

IdeaBoxAI EULA v1.1.2names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the

Consultancy Deliverables, Specification or in respect of any other materials, services or intellectual

property relating thereto.

8.6 The Licensee hereby grants to IdeaBoxAI a non-exclusive, worldwide, royalty-free license to distribute,

modify, edit, publish, transfer, alter, reproduce, copy, adapt, and otherwise use the Licensee Material for

the purposes of providing the Consultancy Deliverables. IdeaBoxAI acknowledges that except for such

license, it shall not by virtue of this EULA obtain any other right, title or interest in or to Licensee Material,

such rights being reserved to the Licensee and/or its licensors.

8.7 Subject to the terms and conditions of this Subscription Agreement, IdeaBoxAI hereby grants to the

Licensee a non-exclusive, non-transferable license, without the right to grant sublicenses, to use the

Consultancy Deliverables in accordance with the Specification during the term of this EULA and solely for

the Licensee's internal business operations.

8.8 The Licensee shall not:

a. except as may be allowed by any applicable law which is incapable of exclusion by agreement

between the parties: (i) attempt to de-compile, reverse compile, disassemble, reverse engineer or

otherwise reduce to human-perceivable form all or any part of any Consultancy Deliverable; or (ii)

except to the extent necessary for the lawful exercise of the license granted to under Section 8.7

in accordance with this EULA, attempt to copy, modify, duplicate, create derivative works from,

frame, mirror, republish, download, display, transmit, or distribute all or any portion of any

Consultancy Deliverable and/or its related Specification in any form or media or by any means;

b. access all or any part of any Consultancy Deliverable and/or Specification in order to build a

product or service which competes with any Consultancy Deliverable and/or Specification or use

any Consultancy Deliverable and/or Specification to provide a similar product or similar services

to third parties;

c. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially

exploit, or otherwise make the Consultancy Deliverable and/or Specification available to any third

party;

d. attempt to obtain, or assist third parties in obtaining, access to the Consultancy Deliverable

and/or Specification, other than as provided under this Section; or

e. introduce or permit the introduction of, any Virus into IdeaBoxAI's network and information

systems.

f. The Licensee shall use all reasonable endeavors to prevent (and shall promptly notify IdeaBoxAI in

the event of) any access to, or use of, the Consultancy Deliverable and/or Specification that is

unauthorized or that is in breach of any Section of this EULA.

9. Confidentiality

9.1 “Confidential Information” means the Software (both object and source code), the accompanying

Documentation, any Consultancy Deliverable and related Specification and all related technical and

financial information and any information, technical data or know-how, including, without limitation, that

which relates to computer software programs or documentation, specifications, source code, object

code, license keys, research, inventions, processes, designs, drawings, engineering, products, services,

licensees, markets or finances of the Disclosing Party that (i) has been marked as confidential or

proprietary; (ii) is identified as confidential at the time of disclosure either orally or in writing; or (iii) due to

its character and nature, a reasonable person under like circumstances would understand to be

confidential.

9.2 The receiving party (“Receiving Party”) may use the Confidential Information of the disclosing

party (“Disclosing Party”) solely for the purpose of this EULA and shall not disclose the Confidential

Information to any third party, other than to employees, contractors and advisors of the Receiving Party

who need to have access to and knowledge of the Confidential Information solely for the purpose

authorized above and provided that each such employee, contractor and advisor is subject to use and

IdeaBoxAI EULA v1.1.2disclosure restrictions that are at least as protective as those set forth herein. The Receiving Party shall

exercise the same care, but not less than reasonable care, it uses to safeguard its own Confidential

Information or similar nature and importance, but no less than reasonable care. Confidential Information

disclosed to the Receiving Party by any AViliate or agent of the Disclosing Party is subject to this EULA.

9.3 The Receiving Party shall have no obligation with respect to information that (i) was rightfully in

possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the

Disclosing Party as established by documentary evidence; (ii) is, or subsequently becomes, legally and

publicly available without breach of this EULA; (iii) is rightfully obtained by the Receiving Party from a

source other than the Disclosing Party without any obligation of confidentiality, provided that such source

is not and was not prohibited from disclosing such information to the Receiving Party by a legal, fiduciary

or contractual obligation; (iv) is developed by or for the Receiving Party without use of the Confidential

Information and such independent development can be shown by documentary evidence; or (v) is

disclosed by the Receiving Party pursuant to and in accordance with a valid order issued by a court or

government agency, provided that the Receiving Party provides (a) to the extent it may legally do so, prior

written notice to the Disclosing Party of such order and (b) the Disclosing Party prior opportunity to

oppose or restrict such disclosure.

9.4 The foregoing obligations of each Party shall continue for a period of three (3) years from the date on

which the Confidential Information is last disclosed, or the date of termination or expiry of this EULA,

whichever is later.

10. Warranty and Limited Liability

10.1 IdeaBoxAI warrants that for a period of sixty (60) days from the initial delivery of the Software to

Licensee, the Software, if used by Licensee in accordance with the Documentation, shall operate in

material conformity with the Documentation for such Software. If any Consultancy Deliverables are

produced, IdeaBoxAI warrants that for a period of sixty (60) days from the initial delivery of the

Consultancy Deliverable to Licensee, the Consultancy Deliverable, if used by Licensee in accordance

with the specification or other mutually agreed written set of requirements set out in the applicable

Purchase Order (the “Specification”), shall operate in material conformity with such specification for

such Consultancy Deliverable.

10.2 IdeaBoxAI does not warrant that the Software will meet all of Licensee requirements or that the use

of the Software will be uninterrupted or error free, or that the Documentation correctly describes the

operation of the Software in all material respects. If any Consultancy Deliverables are produced,

IdeaBoxAI does not warrant that the Consultancy Deliverable will meet all of Licensee requirements or

that the use of the Consultancy Deliverable will be uninterrupted or error free, or that the Specification

correctly describes the operation of the Consultancy Deliverable in all material respects.

10.3 If IdeaBoxAI is promptly notified in writing within the 60-day warranty period promptly upon discovery

of the nonconformity by Licensee and IdeaBoxAI's examination of the Software (or Consultancy

Deliverable, if applicable) discloses that such nonconformity exists, then IdeaBoxAI will, at its sole

discretion and as the Licensee’s sole remedy, (i) attempt to correct through reasonable eVorts, any

reproducible material nonconformity; or (ii) replace the nonconforming Software (or Consultancy

Deliverable, if applicable) with Software (or Consultancy Deliverable, if applicable) which conforms to the

warranty in Section 10.1.

10.4 In the event IdeaBoxAI is unable to cure the breach of warranty described in this Section 10, after

attempting the remedies described in 10.3(i) and 10.3(ii) above, (i) in respect of the Software: Licensee

may return the Software and IdeaBoxAI shall refund a pro-rated portion of the License Fees paid by

Licensee to IdeaBoxAI for the Software relating to the remainder of the Term; and (ii) in respect of any

Consultancy Deliverable, if applicable, the parties shall meet to reasonably agree appropriate financial

settlement taking into account the severity of the breach.

10.5 The remedies in Section 10.3 and Section 10.4 are available only if the Software (or Consultancy

Deliverable, if applicable) has not been (i) altered or modified other than by IdeaBoxAI; (ii) subjected to

IdeaBoxAI EULA v1.1.2negligence, or computer or electrical malfunctions whether by Licensee or any third party; or (iii) used,

adjusted, or installed other than in accordance with the Documentation and the terms of this EULA.

SECTION 10.3 AND SECTION 10.4 SET FORTH LICENSEE’S SOLE REMEDIES AND IDEABOXAI’S SOLE

LIABILTY AND OBLIGATION FOR BREACH OF ANY WARRANTY CONTAINED IN THIS EULA.

10.6 Subject to Section 10.9, to the fullest extent permitted by applicable law, IdeaBoxAI shall not be

liable to Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise,

arising out of or relating to the EULA or the Software (or Consultancy Deliverable, if applicable) for: (i) loss

of profits, sales, business or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss or

corruption of data or information; (v) loss of business opportunity, goodwill or reputation; or (vi) any

indirect or consequential loss or damage.

10.7 Subject to Section 10.9, IdeaBoxAI’s maximum aggregate liability arising out of or relating to:

(i) this EULA and Licensee’s installation and use of the Software, whether in contract, tort (including

negligence) or otherwise, shall in all circumstances be limited to the License Fees paid by Licensee

hereunder; and

(ii) Licensee’s use of any Consultancy Deliverable, whether in contract, tort (including negligence) or

otherwise, shall in all circumstances be limited to the fees paid under the Purchase Order to which such

Consultancy Deliverable relates.

10.8 This EULA sets out the full extent of IdeaBoxAI’s obligations and liabilities regarding the supply of the

Software, Support and Documentation (and any applicable Consultancy Deliverables). Except as

expressly stated in this EULA, there are no conditions, warranties, representations, or other terms,

express or implied, that are binding on IdeaBoxAI. Any condition, warranty, representation or other term

concerning the supply of the Software, Support and/or Documentation or any applicable Consultancy

Deliverable) that might otherwise be implied into, or incorporated in, this EULA, whether by statute,

common law or otherwise, is excluded to the fullest extent permitted by law.

10.9 Nothing in this EULA shall limit IdeaBoxAI’s liability for: (i) death or personal injury resulting from

IdeaBoxAI’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be

excluded or limited by English or other applicable law. The liability cap in Section 10.7 does not apply to

this Section.

10.10 Licensee acknowledges that the Software has not been developed to meet its individual

requirements, and that it is Licensee’s responsibility to ensure that the facilities and functions of the

Software as described in the Documentation meets its requirements.

10.11 This Software is developed for general use in a variety of information and data management

applications. It is not developed or intended for use in any inherently dangerous applications, including

applications that may create a risk of personal injury. If you use this Software in dangerous applications,

then you shall be responsible to take all fail-safe, backup, redundancy, and other measures to ensure its

safe use. IdeaBoxAI and its AViliates disclaim any liability for any damages caused by use of the Software

in dangerous or high-risk applications.

10.12 The Software includes Open-Source Components, a copy of which can be found

though www.IdeaBoxAI.com/products/open-source. Where a Consultancy Deliverable includes Open-

Source Components, these shall be described in the applicable Purchase Order. Use of the Open-Source

Components by Licensee shall be governed by, and subject to, the terms of the relevant open-source

license. For non-IdeaBoxAI Branded software and documentation delivered in connection with the

Software (or Consultancy Deliverable, if applicable) that is separately licensed by a third party, Licensee’s

rights and responsibilities regarding such software and documentation and related intellectual property

rights shall be governed under the third party’s applicable software license and not by this EULA. If

Licensee enters into separate “click-accept” license agreements or third-party license agreements as

part of the installation and/or download process, these shall govern the use of such non-IdeaBoxAI

Branded software or documentation covered by such licenses.

11. Third Party Intellectual Property Rights Infringement Claims Indemnification

IdeaBoxAI EULA v1.1.211.1 IdeaBoxAI shall indemnify, defend and hold Licensee harmless up to the amount of License Fees

paid by Licensee, from any and all actions, causes of action, claims, demands, reasonable costs,

liabilities, reasonable expenses (including reasonable attorneys’ fees) and damages finally awarded by a

court of competent jurisdiction arising from any claim that the Software or any Consultancy Deliverable

infringes any copyright of a third party (other than an AViliate of Licensee); provided, that:

11.1.1 Licensee shall promptly deliver to IdeaBoxAI notice in writing of any infringement claim made by a

third party, but in no event more than ten (10) business days after the Licensee becomes aware of such

claim; and, if known, specify in reasonable detail the nature of the claim and the amount, or an estimate

of the amount, of the liability arising therefrom. Licensee shall, at IdeaBoxAI's expense, provide to

IdeaBoxAI as promptly as practicable thereafter information and documentation reasonably requested by

IdeaBoxAI to support and verify the claim asserted; provided that IdeaBoxAI may restrict or condition any

disclosure to preserve privileges of importance in any foreseeable litigation.

11.1.2 IdeaBoxAI shall assume and retain sole control of the investigation, defense and settlement of any

third-party infringement claim made against Licensee or IdeaBoxAI with respect to the Software or

Consultancy Deliverable, including the employment of counsel or accountants, at its cost and expense.

Licensee may employ counsel separate from counsel employed by IdeaBoxAI in any such action and to

participate therein as an interested observing party (provided that strategic control of all action shall be

retained by IdeaBoxAI), but the fees and expenses of such counsel employed by Licensee shall be at

Licensee's expense. IdeaBoxAI may determine and adopt (or, in the case of a proposal by Licensee, to

approve) a settlement of such matter in its reasonable discretion. IdeaBoxAI shall not be liable for any

settlement of any claim without its prior written consent, which shall not be unreasonably withheld.

Whether or not IdeaBoxAI chooses to so investigate or defend such claim, Licensee shall cooperate with

IdeaBoxAI in the defense thereof and shall furnish such records, information, and testimony, and attend

such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested

by IdeaBoxAI in connection therewith. The indemnification provided by IdeaBoxAI herein is conditional

upon the provision of Licensee’s reasonable cooperation.

11.1.3 If such a claim arises, or in either party's judgment is likely to arise, Licensee agrees to allow

IdeaBoxAI, at IdeaBoxAI's option, to either: (i) procure the right to permit the continued exercise of the

rights and licenses in the Software or Consultancy Deliverable granted under this EULA; (ii) replace or

modify the Software so it becomes non-infringing, while aVording substantially equivalent performance;

or (iii) terminate the license for the infringing Software or Consultancy Deliverable and upon return thereof

by Licensee, refund a pro-rated portion of the License Fees paid by Licensee to IdeaBoxAI for the Software

or Consultancy Deliverable relating to the remainder of the Term, but in no event more than the total

License Fees paid.

11.1.4 IdeaBoxAI shall have no indemnity obligation for claims of any intellectual property infringement

arising out of or resulting from (i) any combination, operation or use of the Software or Consultancy

Deliverable, or any components thereof, with any software programs or data not supplied by IdeaBoxAI if

such infringement would have been avoided by use of the Software or Consultancy Deliverable alone, (ii)

use of the Software or Consultancy Deliverable in a manner not authorized by this EULA and the

Documentation; (iii) modification of the Software or Consultancy Deliverable by anyone other than

IdeaBoxAI if the alleged infringement relates to such modification, (iv) Licensee’s continued use of the

Software or Consultancy Deliverable after being notified by IdeaBoxAI, or notifying IdeaBoxAI, of the

alleged infringement, (v) software or components not supplied by IdeaBoxAI, or (vi) if Licensee was in

breach of this EULA, in any respect, at the time the infringement claim or allegation was received.

12. Information and Personal Data

12.1 IdeaBoxAI shall comply with its privacy policy relating to information you provide to IdeaBoxAI.

IdeaBoxAI’s privacy policy is available at https://www.IdeaBoxAI.com/legal/privacy-policy or such

other website address as notified to the Licensee from time to time, and as such document may be

amended from time to time by IdeaBoxAI in its sole discretion.

IdeaBoxAI EULA v1.1.212.2 IdeaBoxAI will use any information Licensee provides to it or that IdeaBoxAI collects under this EULA

as described in IdeaBoxAI’s privacy policy, and to:

12.2.1 Provide, manage, and administer Licensee’s use of the Software;

12.2.2 Fulfil IdeaBoxAI’s contractual obligations under this EULA; and

12.2.3 Liaise with regulators, banks, law enforcement agencies (including the police) and fraud detection

parties.

12.3 Licensee agrees that IdeaBoxAI may process technical and related information about Licensee’s use

of the Software, which may include license number, online/oVline license activation, license expiration,

internet protocol address, hardware identification, operating system, application software, peripheral

hardware, and non-personally identifiable Software usage statistics to facilitate the provisioning of

updates, support, invoicing or online services.

12.4 As between IdeaBoxAI and Licensee, the Licensee owns the data it inputs into the Software, and has

sole responsibility for its legality, reliability, integrity, accuracy and security and Licensee shall indemnify,

defend and hold IdeaBoxAI harmless from any and all actions, causes of action, claims, demands, costs,

liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection

with any claim that by allowing such data to be inputted into the Software, IdeaBoxAI is or may be

infringing the intellectual property rights of any third party.

13. Audit

13.1 IdeaBoxAI shall have the right, on at least ten (10) days’ prior written notice and not more than once

every twelve (12) months, and at a time mutually acceptable to the parties, and in a manner that does not

unreasonably disrupt the business of Licensee, to conduct a software audit during Licensee’s normal

business hours to verify Licensee’s use of the Software, compliance with this EULA and payments made

to IdeaBoxAI hereunder. Licensee agrees to immediately remit to IdeaBoxAI any shortfall in payment

disclosed by such software audit, including any late charges applicable thereto, plus IdeaBoxAI’s

reasonable audit costs, and IdeaBoxAI agrees to immediately remit to Licensee any overage in payment

disclosed by such software audit.

14. Term and Termination

14.1 Unless otherwise specified in the Purchase Order, the term of this EULA, including (without

limitation) the grant of the license as set out in Section 2) shall be the term of years set out in the

Purchase Order or Quotation, automatically renewing for periods of the same duration, unless terminated

in accordance with this Section 14, unless the Licensee is a Legacy Licensee, in which case it shall be

perpetual, unless terminated in accordance with this Section 14 (Term and Termination) (the “Term”). The

support and maintenance of the Software for Legacy Licensees shall be on the basis set out in the

Quotation or Purchase Order. This EULA shall terminate if: (i) either party serves written notice of

termination upon the other party at least 60 days before the end of the then-current 1-year period; or (ii) it

is otherwise terminated in accordance with the provisions of this Section 14.

14.2 Either party may terminate this EULA immediately upon written notice to the other party if the other

party: (i) is in default of any obligation hereunder, which default is incapable of being cured, or which,

being capable of being cured, has not been cured within thirty (30) days after receipt of written notice of

such default; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suVers or

permits the appointment of a receiver for its business or assets, becomes subject to any proceeding

under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily

or otherwise.

14.3 If this EULA is terminated by either party under this Section 14 prior to the expiration of the Term,

then IdeaBoxAI may invoice Licensee for the License Fees that, but for early termination, would have been

payable for the remaining duration of the Term (if any), which shall be payable by Licensee within 30 days.

14.4 Upon termination of this EULA:

14.4.1 no refunds are due to Licensee from IdeaBoxAI for prepaid License Fees (if any);

IdeaBoxAI EULA v1.1.214.4.2 all rights granted to Licensee shall end and Licensee shall immediately stop all activities

authorized by this EULA;

14.4.3 Licensee must immediately pay IdeaBoxAI any sums that accrued prior to termination;

14.4.4 Licensee must immediately delete or remove the Software from all computer equipment in

Licensee’s possession, custody or control, and at IdeaBoxAI’s direction either return to IdeaBoxAI or

destroy all copies of the Software, License Key, Confidential Information and documentation then in

Licensee's possession, custody or control. Licensee shall, within thirty (30) days after the date of such

termination, furnish IdeaBoxAI with a certification of compliance for these obligations; and

14.4.5 any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of

termination, including the right to claim damages in respect of any breach of the EULA that existed at or

before the date of termination, shall not be aVected or prejudiced.

14.5 The software may include functionality that will render it non-operational upon expiration of the

Term.

15. Software Export Controls

15.1 Licensee shall comply with all applicable technology control or export laws and regulations.

Licensee accepts any additional delays caused by the export licensing process and delays in complying

with conditions of the individual export license.

15.2 Licensee shall not itself, or permit any other person to, export, re-export or release, directly or

indirectly the Software, Documentation or other technical data to any country, jurisdiction, or person to

which the export, re-export, or release thereof is prohibited by applicable law, including the United States

Export Administration Regulations and the regulations of other applicable jurisdictions. Without limiting

the foregoing, you agree that: (i) you are not acting on behalf of any person who is a citizen, national, or

resident of, or who is controlled by the government of any country to which the United States of America

or other applicable government body has prohibited export transactions; (ii) you are not acting on behalf

of any person or entity listed on a relevant list of persons to whom export is prohibited (e.g. the U.S.

Treasury Department list of Specially Designated Nationals and Blocked Persons, he U.S. Commerce

Department Denied Persons List or Entity List; and (iii) you will not use the Software for any purpose

prohibited by law.

16. Compliance with Laws

16.1 Each party shall comply with all laws, rules, and regulations applicable to its performance under this

EULA, and represents that, to its knowledge, no money or other consideration of any kind paid or payable

under this EULA or by separate agreement has been used for any unlawful purposes.

16.2 Licensee shall comply and shall notify end users of their obligations to comply, with Licensee’s

obligations under this EULA. Licensee shall promptly notify IdeaBoxAI of any failure by any end user to

comply with a required obligation under this EULA.

17. General

17.1 Entire Agreement

17.1.1 This EULA and any Purchase Order or Quotation entered into in connection with this EULA,

constitute the entire agreement of the parties regarding the subject matter hereof and supersedes all

prior agreements, both oral and written, representations, statements, negotiations and undertakings,

regarding the subject matter hereof, which such agreements, representations, statements, negotiations

and undertakings are merged herein. No amendment or modification of this EULA or any provision or

attachment of this EULA shall be eVective unless it is in writing and signed by both parties. Each party

acknowledges that in entering into this EULA it does not rely on, and shall have no remedies regarding,

any statement, representation, assurance or warranty (whether made innocently or negligently) that is not

set forth in this EULA.

17.1.2 If there is an inconsistency between any of the provisions in this EULA and the Purchase Order or

Quotation, the provisions in this EULA shall prevail except where IdeaBoxAI expressly agrees otherwise in

the Purchase Order or Quotation. No terms or conditions in a Licensee purchase order or in any other

IdeaBoxAI EULA v1.1.2Licensee order documentation (other than a Purchase Order or Quotation signed by the parties) shall be

incorporated into or form any part of this EULA, and all such terms and conditions shall be null and void.

17.2 Survival. Any provision of this EULA that expressly or by implication should come into eVect or

continue in force on or after termination or expiry of this EULA shall remain in full force and eVect.

17.3 Notices

17.3.1 All notices required or permitted under this EULA will be in writing and will be deemed given one (1)

day after deposit with a commercial express courier specifying next day delivery (or three (3) days for

international courier), with written verification of receipt. All communications will be sent to the

addresses on the first page of this EULA or such other address as designated by a party under this Section

17.3.1 or, absent such an address from Licensee to the address on the Purchase Order or Quotation, if

any.

17.3.2 Notwithstanding the foregoing, notices regarding changes in pricing, Software license terms,

policies or programs may be made by IdeaBoxAI by posting on www.IdeaBoxAI.com or by e-mail.

17.4 Variation. No variation of this EULA shall be eVective unless it is in writing and signed by the parties

(or their authorized representatives).

17.5 Waiver. No failure or delay by either party to exercise any right or remedy provided under this EULA or

by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the

further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy

shall prevent or restrict the further exercise of that or any other right or remedy.

17.6 Severability. If any provision (or part of a provision) of this EULA is found by any court or

administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions

shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal

if some part of it were deleted, the provision shall apply with whatever modification is necessary to give

eVect to the commercial intention of the parties.

17.7 Assignment

17.7.1 This EULA is personal to the Licensee. This EULA shall be binding upon and shall inure to the

benefit of Licensee and IdeaBoxAI and each party's successors, subject to the other provisions of this

Section 17.7.

17.7.2 IdeaBoxAI may assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all

or any of its rights or obligations under this EULA.

17.7.3 The Licensee shall not assign, transfer (including by operation of law, such as a change of Control

of Licensee), mortgage, charge, subcontract, or deal in any other manner with any of its rights and

obligations under this EULA, or purport to do any of the same, without the prior written consent of the

IdeaBoxAI.

17.7.4 This license is granted to Licensee only and as such does not permit Licensee to sell, lend, assign,

lease, or transfer in any other way any copy of the Software.

17.7.5 Any transfer in violation of this Section 17.7 is not permitted and shall be null and void and shall be

deemed a material breach of this EULA.

17.8 No Partnership. This EULA creates no agency, partnership, joint venture, or franchise relationship. No

employee of either party shall be or become, or shall be deemed to be, or become, an employee of the

other party by the existence or implementation of this EULA. Each party is an independent contractor.

Neither party shall assume or create any obligation of any nature on behalf of the other party or bind the

other party.

17.9 Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable

for any delay or failure in performance due to events outside the defaulting party’s reasonable control,

including, without limitation, acts of God, earthquakes, industry-wide shortages of supplies, actions of

governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers or other

circumstances beyond its reasonable control. The obligations and rights of the defaulting party shall be

extended for a period equal to the period during which such event prevented such party’s performance.

IdeaBoxAI EULA v1.1.2Notwithstanding the foregoing, if a force majeure event under this Section 17.9 impairs or prevents either

party’s performance under this EULA for a period over thirty (30) days, the other party may terminate this

EULA by written notice.

17.10 Governing Law and Forum. The validity, construction and performance of this EULA shall be

governed by the laws of the Commonwealth of Virginia, U.S.A. (excluding conflicts of law principles).

Except as provided for in Section 4(b), Licensee and IdeaBoxAI agree that any dispute arising out of this

EULA shall be instituted in the United States District Court for the Eastern District of Virginia, Alexandria

Division, or the courts of the Commonwealth of Virginia located in Fairfax County, Virginia, and each party

irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. If

any legal action is undertaken to enforce the terms of this EULA, the prevailing party shall be entitled to

reasonable attorney's fees and costs in addition to any other relief to which that party may be entitled.

17.11 Arbitration. In the event Licensee is located outside of the United States or its territories and

possessions, then the dispute shall be finally settled under the Rules of Arbitration of the International

Chamber of Commerce (“ICC”) by one or more arbitrators appointed in accordance with such rules. For

any ICC arbitration, the place of the arbitration shall be London, UK, or another commercial center

reasonably chosen by the arbitration panel to ensure that the award resulting from the arbitration shall be

of an international character and enforceable under the New York Convention on the Recognition and

Enforcement of Foreign Arbitral Awards. The arbitration shall be conducted in the English language. The

arbitration panel shall be empowered to grant whatever relief would be available in court, including

without limitation preliminary relief, injunctive relief, and specific performance. Any award of the

arbitration panel shall be final and binding immediately when rendered, and judgment on the award may

be entered in any court of competent jurisdiction. Neither party shall be entitled to join, consolidate, or

include any claims belonging to or alleged or arising from, by, or on behalf of any third party to an

arbitration brought hereunder, or arbitrate any claim as a class action, class representative, class

member, or in a private attorney general capacity. The individual (non-class) nature of this dispute

resolution provision goes to the essence of the parties' dispute resolution agreement, and if found

unenforceable, the entire arbitration and dispute resolution provision shall be void. Notwithstanding the

foregoing, this clause shall not preclude the parties from seeking provisional remedies in aid of arbitration

from a court of appropriate jurisdiction.

This EULA specifically excludes the United Nations Convention on Contracts for the International Sale of

Goods and any legislation implementing such Convention, if otherwise applicable. The parties agree that

the provisions of the Uniform Computer Information Transactions Act (“UCITA”), as it may have been or

hereafter may be in eVect in any jurisdiction, shall not apply to this EULA, and the parties waive all rights

they may have under any laws(s) adopting UCITA in any form.

U.S. Government End Users. The Software licensed under this EULA is "commercial computer software"

as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the

U.S. Government acquires the Software and Documentation subject to the terms of this EULA as

specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations ("FAR") and its successors. If acquired

by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires

the Software and Documentation subject to the terms of this EULA as specified in 48 C.F.R. 227.7202 of

the DOD FAR Supplement and its successors. Contractor IdeaBoxAI, Inc., 1101 Wilson Blvd, 6th Floor,

Arlington, VA 22209, United States.

Schedule 1

Part 1: User numbers

1. The Licensee shall provide to IdeaBoxAI an annual update of how it utilizes each of its purchased

DXUs by the next renewal date.

2. IdeaBoxAI reserves the right to charge additional fees arising from any increase in the number of

DXUs over the prior Term’s DXU count.

*** END OF US & ROW EULA ***

IdeaBoxAI EULA v1.1.2IdeaBoxAI EULA – United Kingdom and European Union

IMPORTANT! READ CAREFULLY! This EULA is a legal agreement between you ("Licensee" or “you”) and

IdeaBoxAI (as defined herein) under which IdeaBoxAI grants licenses regarding computer software,

associated media, printed materials, and online or electronic documentation. If you are based in the

United Kingdom or the European Union, we license use of the Software, Documentation, and any

Consultancy Deliverable (as defined herein) to you based on this EULA. We do not sell the Software,

Documentation, Consultancy Deliverables or Specification to you. We remain the owners of the Software,

Documentation, Consultancy Deliverables and Specification at all times.

PLEASE READ THIS EULA CAREFULLY BEFORE YOU INSTALL, COPY, DOWNLOAD OR USE THE

SOFTWARE. BY INSTALLING, COPYING, DOWNLOADING OR USING THE SOFTWARE OR USING ANY

CONSULTANCY DELIVERABLE, YOU, ON BEHALF OF YOURSELF AND/OR THE ORGANIZATION YOU

REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS EULA INCLUDING ALL

TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE.

IF YOU DO NOT AGREE WITH THE FOLLOWING TERMS, THEN YOU MUST IMMEDIATELY STOP USING

THE SOFTWARE.

1. Definitions and Interpretation

1.1 The definitions set forth above and below, and rules of interpretation in this Section 1 apply in this

EULA.

“AKiliate” means any corporation, firm, partnership, or other entity that directly or indirectly controls, or

is controlled by, or is under common control with IdeaBoxAI or Licensee, as applicable.

“IdeaBoxAI” means Javlin Ltd. (Co. reg. no. 08213115) trading as IdeaBoxAI, whose registered oVice is at

10 Lonsdale Gardens, Tunbridge Wells, Kent, England, TN1 1NU.

"Computer" means the Licensee’s computer, server, workstation, device, or virtual machine on which

the Software is installed.

“Confidential Information” has the meaning in Section 8.1.

“Consultancy Deliverable” has the meaning ascribed to it in Section 8.4.

“Core” means a measurement of the number of virtual or physical CPU cores.

“Disclosing Party” has the meaning in Section 9.2.

"Documentation" means user manuals, training materials, software descriptions and specifications,

technical manuals, supporting materials and other information provided by IdeaBoxAI and accompanying

the Software, whether distributed in print, electronic, optical disc, or video format.

"DXU” means a unit of usage purchased by the Licensee as more fully described in the Quotation or

Purchase Order).

“EKective Date” means, unless otherwise specified in a Quotation, either the date of the invoice issued

by IdeaBoxAI against a valid Purchase Order issued by Licensee or, if no such Purchase Order is issued,

the date on which such Quotation becomes signed by both parties.

“Evaluation Output” has the meaning in Section 3.3.

“Evaluation Period” has the meaning in Section 3.1.

“License Fees” has the meaning in Section 5.1.

"License Key" means the license file provided by IdeaBoxAI to the Licensee containing information

associating the Software with the named individual or company registrant, and a set of software keys

used to activate the Software.

“Licensee Material” means any material, video, audio, images, photographs, documents, text, designs,

Licensee metadata, or other information (i) provided by the Licensee to facilitate the development of the

Consultancy Deliverables; and/or (ii) inputted and/or uploaded by the Licensee and/or IdeaBoxAI on

behalf of the Licensee for the purpose of developing or using the Consultancy Deliverables or facilitating

the Licensee use thereof.

IdeaBoxAI EULA v1.1.2“Open-Source Components" means any software component that is subject to any open-source

the Open Source Definition as prescribed by the Open Source Initiative (https://opensource.org/osd) or

otherwise may require disclosure or licensing to any third party of any source code with which such

software component is used or compiled.

“Purchase Order” means the purchase order, signed by Licensee or, in the case of electronic

transmission, sent to IdeaBoxAI by Licensee’s authorized representative, indicating the Software to be

licensed under this EULA, and including IdeaBoxAI product numbers, quantity, unit price, total purchase

price, bill-to and administrative addresses, and tax-exempt certifications, if applicable, among other

terms. Purchase Orders are not binding unless agreed to in writing by IdeaBoxAI.

“Quotation” means the written price quotation, if any, submitted by IdeaBoxAI to Licensee for the

Software or Support.

“Receiving Party” has the meaning in Section 9.2.

“Seat” means an individual named user of the Software.

“Specification” has the meaning ascribed to it in Section 10.1.

"Software" means the machine readable (object code) version of the IdeaBoxAI Studio, IdeaBoxAI Server,

and/or IdeaBoxAI Agent computer programs ordered under the Purchase Order or Quotation and licensed

by IdeaBoxAI to Licensee under this EULA, including all Updates.

“Support” means IdeaBoxCARE, the basic software maintenance and support services described

at www.ideaboxai.com. Support does not include any professional or technical services that may be

provided by IdeaBoxAI under a separate agreement.