Boxed Logic Licence

1. Boxed Logic Licence

1.1 Background

Thank you for reviewing our Boxed Logic Licence (Agreement), we are Boxed Logic Solutions Pty Ltd ACN 686 672 220 (Boxed Logic Solutions, we, our, us and other similar terms). We provide offline AI solutions for professionals handling sensitive data which include Trained Models, together known as Boxed Logic (Boxed Logic).

This Agreement outlines the terms and conditions governing your License to use Boxed Logic. It is your obligation to ensure that you have read, understood and agree to the most recent version of this Agreement available on our Website.

1.2 About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement and in clause 18. They aid to clarify the terms and conditions.

Please feel free to email us at hello@boxedlogic.com if you have any questions.

1.3 Disclaimers

This Agreement contains disclaimers with respect to the use of artificial intelligence and are set out in clause 11. You are solely responsible for confirming the outputs generated using Boxed Logic.

2. Accepting this Agreement

By downloading a copy of, procuring a licence for, or creating an Account for, Boxed Logic you agree to comply with and be legally bound by the terms and conditions of this Agreement (Acceptance). If you do not agree to these terms, you have no right to continue using Boxed Logic.

If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

3. Trial Services

We may make Boxed Logic available to you free of charge, solely on a demonstration or trial basis (Trial Services). Trial Services are made available to you for the purpose of evaluating the software only.

Unless otherwise specified, the trial period commences from the date you create a trial Account and terminates in 7 days (Trial Period). Access to Boxed Logic will automatically end at the expiration of the Trial Period.

We provide the Trial Services "as is" and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply.

4. Term

This Agreement will commence when your license is activated by us and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 16.

If this Agreement is not terminated in accordance with clause 16, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.

5. Licence

We grant you a non-transferrable, non-exclusive, revocable and worldwide licence to download, access and use Boxed Logic and the Materials for the Subscription Period, solely for your own internal business purposes, subject to and conditional upon your compliance with the terms and conditions of this Agreement, and in accordance with any applicable Usage Restrictions or Special Conditions set out in the Subscription Package which you procure.

The Licence granted in this clause 5 does not include a right to modify the source code or allow for the standalone use of any Trained Models provided with Boxed Logic.

6. Use of Boxed Logic

6.1 Support

Support for Boxed Logic is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.

6.2 Installation, security and backup

You are solely responsible for:

(a) the implementation and backup of Boxed Logic, including any inputs or outputs you deem necessary to retain; and

(b) securing your installation of Boxed Logic and the Materials from unauthorised access, use or damage.

6.3 Updates and new releases

We are under no obligation under this Agreement to provide updates or new releases. Where an update or new release is provided, this Agreement will continue to apply in all respects to the update or new release, which is deemed to be part of Boxed Logic, for the purpose of this Agreement.

Nothing in this clause 6.3 prevents us from developing and commercialising new functionality or additional modules to Boxed Logic. Any new module or functionality may, at our sole discretion incur additional fees for its use.

6.4 Registering an Account

In order to use Boxed Logic, you are required to provide us with Personal Information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects, you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.

You acknowledge and agree that upon renewal of each Subscription Period, Boxed Logic will connect to our systems in order to ascertain the currency of your license. You must allow Boxed Logic to contact our servers for this purpose and failing to do so may result in your use of Boxed Logic to become suspended.

6.5 Limits on use of Boxed Logic

You must ensure that your IT systems and infrastructure used to operate Boxed Logic complies with the Minimum System Requirements and only use Boxed Logic in accordance with any Usage Restrictions.

6.6 Conduct which is expressly prohibited

You may only acquire and make use of Boxed Logic for the sole purpose for which Boxed Logic was created and for the purpose of meeting your internal business needs.

You must not:

(a) intentionally disable or circumvent any protection or disabling mechanism of Boxed Logic;

(b) unless otherwise agreed between the parties in writing, copy or reproduce any Materials other than for your own internal use in accordance with this Agreement;

(c) not use the source code associated with Boxed Logic;

(d) not use any Trained Model provided with Boxed Logic other than via the facilities made available;

(e) distribute or make available any Trained Model delivered with Boxed Logic, to any other person;

(f) use Boxed Logic in any way to create a competing product; or

(g) attempt, facilitate or assist another person to do any of the above acts.

6.7 Our right to suspend

We reserve the right to limit or suspend your licence to access Boxed Logic if you fail to pay the Fees, prevent Boxed Logic from connecting with our servers for validating a renewal or if in our reasonable opinion, you are in breach of any material term of this Agreement. Suspending your use of Boxed Logic will not alter your obligation to pay the Fees.

7. Payment

Unless expressed otherwise, Fees are quoted in United States Dollars and are inclusive of GST, withholding taxes, duties, tariffs and charges imposed or levied in Australia, or overseas, in connection with this Agreement.

You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.

All Subscription Fees and applicable GST, must be paid at the beginning of each Subscription Period.

8. Privacy

You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.

9. Confidentiality

A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.

Notwithstanding any other provision of this clause 9, a party may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers and accountants.

Each party will take all reasonable steps to ensure that is employees, agents, and any sub-contractors engaged for the purposes of the Agreement do not make public or disclose the other party's Confidential Information.

A party will not be in breach of this clause 9 in circumstances where it is legally compelled to disclose the other party's Confidential Information.

10. Third Party Software

Certain components or features of Boxed Logic including Trained Models rely on Third Party Software which are governed by Third Party Licence Terms. The applicable Third Party Licence Terms are provided when you download Boxed Logic onto your device. By downloading, installing, accessing or using Boxed Logic, you acknowledge and agree to comply with the included Third Party Licence Terms.

To the extent required by the applicable Third Party Licence Terms those terms will prevail over this Agreement, but only in relation to the use of that specific Third Party Software.

11. Trained Models and artificial intelligence

You acknowledge and agree the use of any Trained Model within Boxed Logic carries a statistical degree of uncertainty and its capability is limited to and reflective of the training data. Trained Models do not fully grasp contextual nuances or derive information from authoritative and verified sources. As such, the production of Hallucinations is common in results derived from Trained Models.

You must not rely on outputs generated by Trained Models as an authoritative source of information and any information received must be independently verified by you.

You acknowledge and agree that Boxed Logic is merely a tool to assist you to build efficiencies in you business, but does not produce the final or definitive outputs on your behalf.

12. User Data and Intellectual Property

12.1 No transfer of ownership

Nothing in this Agreement is intended to transfer ownership of any Intellectual Property, User Data or compilations between the parties.

12.2 Use of our Intellectual Property

We warrant we own or have a licence to use the Intellectual Property in Boxed Logic and the Materials.

You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:

(a) create an adaptation or translation of, all or part of Boxed Logic in any way; or

(b) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, Trained Model, content, architecture, or algorithms contained in Boxed Logic other than in accordance with the license granted.

12.3 Modifications and feedback

You acknowledge and agree, we are intended to own all Intellectual Property rights in all modifications to Boxed Logic, including those which arise from your feedback, commentary or reviews and whether those modifications are provided for, by or on your behalf.

To the extent that you may at any time acquire any right, title or interest in any part of Boxed Logic, you immediately assign to us all such right, title and interest.

12.4 Copies of Boxed Logic

You may make such number of copies of Boxed Logic as is necessary to serve your internal business needs for system's backup and security, subject to applicable Usage Restrictions. All copies of Boxed Logic will be and remain our property.

You must notify us immediately on becoming aware of any unauthorised use or copying of the whole or any part of Boxed Logic or of the Materials.

Immediately upon termination of this Agreement, you must, at our option, deliver to us or destroy any copies of Boxed Logic (authorised or otherwise) on your device/s and the Materials.

13. Warranties

Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we make no warranties or guarantees that Boxed Logic is fault free, regarding Boxed Logic's fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Boxed Logic including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

14. Limitation of liability

14.1 Implied conditions

We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

14.2 Exclusions

Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we exclude all other liability for any costs, including Consequential Losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

(a) statistical uncertainties associated with any Trained Model;

(b) computer virus, trojan and other malware in connection with Boxed Logic;

(c) your failure to install or operate Boxed Logic on systems which do not meet the Minimum System Requirements; or

(d) any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

You acknowledge and agree Boxed Logic is installed and operates locally on your device. We are not responsible for any damage to, or malfunction of, your device (including loss of data, system corruption, or hardware failure) arising from or related to the installation or use of the software, except where such damage is directly caused due to our fault.

14.3 Limits to liability associated with goods and services

To the maximum extent possible under the law, we limit our liability for any breach to: in the case of goods, the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services, the resupply of the services or the payment of the cost of having the services resupplied.

14.4 Consequential Loss

Notwithstanding any other clause in this Agreement, and to the maximum extent permitted at law, neither party is liable to the other for any Consequential Loss.

15. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 15 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 15. The mediator's costs are to be shared equally.

The parties acknowledge and agree this clause 15 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

16. Termination

Either party may terminate this Agreement immediately by notice if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.

We may end this Agreement if your Account remains suspended for a period of more than 30 days or prior to any Subscription Period in which case this Agreement ends at the end of the then current Subscription Period.

You may terminate this Agreement with us immediately by closing your Account and uninstalling Boxed Logic on your device or notifying us in writing, in which case this Agreement ends at the end of the then current Subscription Period.

17. General

Assignment – Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party's consent, which must not be unreasonably withheld.

Entire Agreement - This Agreement and (if applicable) any Special Conditions contain the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

Governing law - The laws of Victoria govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.

Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:

(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and

(b) which you send, must be either delivered or posted by prepaid post to our registered office or sent by email to our email address set out at clause 2.2.

Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.

Severability - Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change its intended effect.

Special Conditions - Special Conditions operate as terms in addition to the terms contained in this Agreement. If there is any inconsistency between any Special Conditions and any other term contained in this Agreement, the effect of the Special Conditions prevail over any inconsistent term to the extent of that inconsistency.

Variations to this Agreement - We may vary this Agreement (including the alteration of Fees and/or Usage Restrictions) by giving written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 16. The variation takes effect at the beginning of the next Subscription Period.

18. Definitions and interpretation

18.1 Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account or Boxed Logic Account means the credentials used to validate your current Boxed Logic licence.

Agreement means the terms and conditions associated with your use of Boxed Logic as set out in this document.

Confidential Information means information that is by its nature confidential, including but not limited to information relating to either party's personnel, policies, practices, clientele, business strategies, Intellectual Property rights, Trained Models, the system operations associated with Boxed Logic and your User Data. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.

Consequential Loss means indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, any loss of profits, loss of data, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity.

Fees mean Subscription Fees.

Hallucination means any false or misleading information presented as fact by Trained Models.

Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Licence means the rights to use Boxed Logic and the Materials as expressly set out in this Agreement.

Materials means any document or web page setting out manuals, technical specifications or application programming interface and other such documentation which may be designed to be used with Boxed Logic.

Minimum System Requirements means the minimum requirements for your IT system required to use Boxed Logic as set out in the Materials or your Subscription Package.

Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.

Privacy Policy means the privacy policy available on our Website as amended by us from time to time.

Special Conditions mean any special conditions set out in writing between the parties.

Subscription Fee means the periodic price for the Boxed Logic Subscription Packages.

Subscription Package means any of the subscription packages advertised on our Website from time to time or any bespoke subscription package agreed in writing between the parties.

Subscription Period means the period of time attached to the Subscription Package which you sign up for, and if no period is specified, then the Subscription Period is 1 month.

Third Party Licence Terms means written terms on which a third party licenses the use of Third Party Software, including open source licence terms.

Third Party Software means any third party software, components, libraries including open source software that may be used to provide certain components of Boxed Logic, as updated by the third party software vendor or open-source project contributors, from time to time.

Trained Model means the output of a machine learning or other artificial intelligence platform consisting of machine-readable data trained or trainable from data inputs.

Us, we or our means Boxed Logic Solutions Pty Ltd ACN 686 672 220.

Usage Restrictions means any limits to the use of Boxed Logic as set out in the details of the Subscription Package, including restrictions on the number of devices on which Boxed Logic can operate or any limits on the number of Users.

User means an authorised end user who downloads and uses Boxed Logic on a device, in accordance with this Agreement.

User Data means any document, data or instruction entered into or used in conjunction with Boxed Logic by the User.

You or your means the person or entity using Boxed Logic.

Website means the website located at https://www.boxedlogic.com/ and any of its subdomains.

18.2 Interpretation

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

(a) a reference to a party includes that party's permitted assigns, administrators, successors and any novated party;

(b) any reference to a trustee includes any substituted or additional trustee;

(c) unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;

(d) "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;

(e) where a term is defined, other grammatical forms of that term will be taken to have the same meaning;

(f) headings are for convenience and will not affect interpretation;

(g) words in the singular will be taken to include the plural and also the opposite;

(h) when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body;

(i) a reference to a party's conduct includes omissions as well as acts; and

(j) if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute.