Terms & Conditions

Last Updated Date: 5/25/23

These Business Box, LLC doing business as Boss Club (“Boss Club”) terms of use (“Agreement”) govern your use of our Boss Club curriculum, platform, products, and/or services (collectively, referred to as “Product” or “Products”) and any information or content appearing on or through the Products (collectively referred to as “Content”). By accessing or using the Products, you agree to the terms of this Agreement. If you have entered into another agreement with Boss Club concerning specific Products, then the terms of that agreement controls where it conflicts with these terms. Boss Club reserves the right, at any time, to modify, alter, update or remove portions of this Agreement. Please check this Agreement (as well as our privacy policy (“Privacy Policy”)) from time to time as your continued use of the Product signifies your acceptance of any changed items.

1. YOUR LICENSE TO USE OUR PRODUCTS

Subject to the terms and conditions of this Agreement and any agreement entered into by your institution relating to the Products, Boss Club grants you a limited, non-exclusive, non-transferable, license to access and use the Products. You shall not (a) copy the Product or any part, feature, function or user interface thereof (b) use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights (c) attempt to gain unauthorized access to the Product or its related systems or networks; and/or (d) reverse engineer the Product (to the extent such restriction is permitted by law).

You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or other mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Products or Content.

2. PRIVACY

Boss Club’s current Privacy Policy (located at https://bossclub.com/privacy-policy) is incorporated herein by reference and made part of this Agreement. You understand that through your use of the Products, you consent to the collection and use (as set forth in this Agreement, the Privacy Policy and any agreement entered into by your institution relating to the Product) of your information for hosting, processing and use by Boss Club.

3. BOSS CLUB’S RIGHTS

All right, title, and interest in and to the Products and all underlying ideas, concepts, procedures, processes, principles, know-how, methods of operation, images, source code, and specifications related thereto, together with any updates, enhancements, modifications, improvements or derivatives works thereto, in each case including all copyrights, trade names, trademarks and other intellectual property rights therein (collectively, the “Boss Club IP”), is, and shall remain the sole and exclusive property of Boss Club. Certain Boss Club IP is protected by United States copyright laws (and other laws relating to intellectual property). The Products are licensed, not sold, to you hereunder and, except for the express limited license rights granted to you in accordance with the terms of this Agreement, no right, title or interest in or to the Boss Club IP is granted or otherwise transferred by Boss Club in connection with this Agreement. Boss Club shall have, and you hereby grant to Boss Club, a royalty-free, perpetual, worldwide, non-exclusive, irrevocable right to use or incorporate into the Products and/or any specifications, without restriction or obligation, any suggestions, enhancements, recommendations or other feedback provided by you with respect to the Products.

4. TERMINATION

Boss Club may suspend or terminate your account or cease providing you with access to our Products, without notice, for any conduct that Boss Club, in its sole discretion, believes is in violation of any applicable law or the terms of this Agreement.

5. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Boss Club and Boss Club’s officers, directors, employees, agents, and representatives, from and against any and all claims, damages, expenses, judgments, fines, and amounts paid in settlement in connection with any proceeding arising from your breach of this Agreement or your use of the Products (except for any gross negligence on the part of Boss Club).

6. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PRODUCTS IS AT YOUR SOLE RISK, AND OUR PRODUCTS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS OR CAPACITY, OR THAT THE OPERATION OF THE SOFTWARE INCLUDED WITHIN THE PRODUCTS WILL BE ERROR FREE. ALL OTHER WARRANTIES RELATING TO THE PRODUCTS OR THIS AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY BOSS CLUB. BOSS CLUB MAKES NO WARRANTY OR REPRESENTATION THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR (C) ANY ERRORS IN THE PRODUCTS WILL BE CORRECTED.

IN CONNECTION WITH USING OUR PRODUCTS, YOU MAY PURCHASE OTHER PRODUCTS AND/OR SERVICES FROM, AND/OR PARTICIPATE IN PROMOTIONS OF, THIRD PARTIES. TRANSACTIONS RELATING TO ANY SUCH THIRD PARTY PRODUCTS, SERVICES AND/OR PROMOTIONS, AND ANY TERMS ASSOCIATED THEREWITH, ARE SOLELY BETWEEN YOU AND THE RELEVANT THIRD PARTIES. BOSS CLUB DOES NOT SUPPORT, ENDORSE OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING, ANY SUCH THIRD PARTY PRODUCTS, SERVICES AND/OR PROMOTIONS, AND IN NO EVENT WILL BOSS CLUB HAVE ANY LIABILITY WHATSOEVER IN CONNECTION THEREWITH.

IN NO EVENT WILL BOSS CLUB, ITS DEVELOPERS, OR ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE PRODUCTS OR THE PROVISION OF SERVICES, EVEN IF BOSS CLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BOSS CLUB, ITS DEVELOPERS’ OR SUPPLIERS’ ENTIRE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT EXCEED THE GREATER OF TWENTY FIVE DOLLARS ($25) OR THE AMOUNT YOU ACTUALLY PAID BOSS CLUB IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS DO NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

7. MISCELLANEOUS

Force Majeure. Boss Club shall not be liable for any delay or failure to perform any obligation hereunder due to causes beyond its control, including without limitation, war, riot, insurrection, civil commotion, terrorist activity, fire, industrial disputes of whatever nature, acts of nature, computer crimes, epidemics, acts or omissions of third party vendors or suppliers, equipment failures, public enemies of government, failure of telecommunications, system malfunctions, fire, or other casualty.

Waiver and Severability.Waiver by Boss Club of any default or breach by you of any provision contained in this Agreement does not constitute a waiver of any subsequent default or breach of the same or any other provision of this Agreement. If any part of this Agreement shall be held invalid, illegal, in conflict with any law, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement will nevertheless remain in full force and effect.

No Third Party Beneficiaries.The parties do not intend to confer any right or remedy on any third party.

Entire Agreement. Except where you or your institution have entered into a specific agreement with Boss Club and/or for particular Products, this Agreement and our Privacy Policy contains the entire understanding and the entire and exclusive agreement between Boss Club and you regarding the subject matter of this Agreement, and this Agreement supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between Boss Club and you with respect to the subject matter of this Agreement.

Assignment.You may not assign this Agreement to any third party without the prior written consent of Boss Club. Any such purported assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, and permitted assigns, if any. Boss Club may assign its rights and obligations under this Agreement to a third party without your consent.

Controlling Law and Venue. This Agreement shall be construed and controlled by the laws of the State of Texas, without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not apply to this Agreement. Courts located in Dallas, Texas, shall be the exclusive forum for any litigation arising out of this Agreement. You waive any objections to venue, personal jurisdiction, or forum non convenient.