Terms of Use Agreement

BROX.AI Terms of Use Agreement

Last Updated Date: 20 February 2024

Welcome and thank you for your interest in Brox.ai, Inc. (“Brox.ai”, “we”, “us” or “our”).  This Terms of Use Agreement (the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at www.brox.ai and its subdomains, including the Privacy Policy (collectively, the “Website”), and (ii) our program to collect data gathered from surveys and other research methods from participating panelists (the “Panel Program”) (collectively, with our Website, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY.  THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE.  BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BROWSING THE WEBSITE YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH BROX.AI, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS.  IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY.  IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

SECTION 12 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND BROX.AI.  AMONG OTHER THINGS, SECTION 12 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 12 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 12 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 12) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 12.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

PLEASE NOTE THAT IF YOU OPT-IN TO OBTAIN TEXT MESSAGES FROM BROX.AI, SECTION 1.4 (TEXT MESSAGE SERVICES) OF THIS AGREEMENT BELOW CONTAINS TERMS RELATED TO OUR TEXT MESSAGE SERVICES.

The Agreement IS subject to change by Brox.ai in its sole discretion at any time AS SET FORTH IN SECTION. When changes are made, Brox.ai will make a new copy of this Agreement available on the Website, and we will also update the “Last Updated” date at the top of this Agreement.  We may   also send an email with a link to an updated copy of this Agreement to you at the email address associated with your Account, although it is still your responsibility to check the Website for the latest terms prior to participating in the Panel Program.  Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for Registered Users, although (a) Brox.ai may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted and (b) your participation in a Panel Program after the updated Agreement is available on the Website shall be deemed your consent.  IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE AND STOP PARTICIPATING IN ANY PANEL PROGRAMS.

1. USE OF THE SERVICE. 

The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws.  Unless subject to a separate license agreement between you and Brox.ai, your right to access and use the Service, in whole or in part, is subject to this Agreement.

1.1 Personal License. 

Subject to your compliance with this Agreement, Brox.ai grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable and personal license to use the Service in tandem with your participation in the Panel Program (or consideration as to whether you would like to so participate).

1.2 Supplemental Terms.

Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”).  Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If this Agreement is inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.  Supplemental Terms will be deemed a material part of this Agreement.

1.3 Updates. 

You understand that the Service is evolving.  You acknowledge and agree that Brox.ai may update the Service with or without notifying you.  You may need to update third-party software from time to time in order to continue to use the Service.  Any future release, update or other addition to the Service shall be subject to this Agreement. 

1.4 Text Message Services.

Brox.ai may offer one or more mobile message programs  (collectively, the “Message Service”) that allows users to receive SMS/MMS mobile messages by opting-in such as through online enrollment forms.  You agree that your use of the Message Service is governed by this Agreement.  We do not charge for the Message Service, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your account when you text us or we send messages to you.  Message and data rates may apply.  By enrolling a telephone number in the Message Service, you authorize us to send recurring SMS and MMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number.  The messages sent through the Message Service may include notices of new survey opportunities.  Message frequency varies.  If you do not wish to continue participating in a Message Service program we offer, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message you receive from that program to opt out.  You may receive an additional mobile message confirming your decision to opt out.  You understand and agree that the foregoing option are the only reasonable method of opting out.  You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword command, such as the use of different spellings or the addition of other words or phrases to the command, and agree that that we and our service providers will have no liability for failing to honor such requests.  You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those keyword commands set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.  To the extent you subscribe to more than one Message Service program that we operate, you must unsubscribe from each program separately.  For Message Service support or assistance, text the HELP keyword in response to any message you receive through the Message Service or email us at support@brox.ai.  Please note that the use of this email address is not an acceptable method of opting out of Message Service.  Opt outs must be submitted in accordance with the procedures set forth above.  We may change any short code or telephone number we use to operate the Message Service at any time with notice to you.  You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages.  The Message Service may not be available in all areas or supported by all carriers or all devices.  Check with your carrier for details.  Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control.  We and the wireless carriers supported by the Message Service are not liable for any failed, delayed or undelivered messages.  If you decide to change your mobile phone number, you agree to first opt out of each Message Service program in which your number is enrolled.  For clarity, you acknowledge and agree that any disputes between you and us related to the Message Service will be governed by Section 12 (Arbitration Agreement).

2. REGISTRATION.

2.1 Registering Your Account. 

In order to join the Panel Program, you may be required to become a Registered User.  For purposes of the Agreement, a “Registered User” is a user who has registered an account with Brox.ai through the Service (“Account”).

2.2 Registration Data. 

In registering an Account, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Service under the laws of the United States, your place of residence or any other applicable jurisdiction.

2.3 Your Account. 

Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Brox.ai.  Furthermore, you are responsible for all activities that occur under your Account.  You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors.  You may not share your Account or password with anyone, and you agree to notify Brox.ai immediately of any unauthorized use of your password or any other breach of security.  If you provide any information that is untrue, inaccurate, incomplete or not current, or Brox.ai has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, including, but not limited to, false or misleading responses used to earn Points (as defined below) or providing poor quality responses or other inappropriate activity, Brox.ai has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You shall not have more than one Account at any given time.  Brox.ai reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use the Service if you have been previously removed by Brox.ai, or if you have been previously banned from any of the Service.

3. PARTICIPATING IN SURVEYS.

This Section 3 applies only to Registered Users.

3.1 The Panel. 

We recruit individuals like you to participate in our Panel Program. Our customers use the Panel Program to conduct market and consumer research for their business purposes.  Furthermore, we use the Panel Program to gain further insights and information for our own business purposes, which we may share with others or use to develop further products, services or technologies (including, for example, training artificial intelligence software systems).  As part of our Panel Program, we provide research surveys and other research methodologies in text, audio, and video formats (collectively, “Surveys”).

3.2 Submissions. 

You should read Survey listings carefully and ensure that your Survey submission (“Submission”) is of reasonable quality and meets the specific requirements of the Survey.  You shall not submit any content that (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (b) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (c) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without our prior written consent.  Some Surveys may be subject to a maximum completion time; if you are “timed out” of a Survey, then you may not be eligible to receive any Points for your Submission.  If we or the Survey sponsor determines that your Submission is not of reasonable quality or does not meet the requirements of the Survey, you may not receive any Points or may receive only a limited number of Points.

3.3 Withdrawal of Participation. 

You may withdraw your participation from a Survey at any time prior to completion.  If you withdraw your participation, you will not be eligible to receive any Points and may be unable to participate in the same Survey at a later time.

3.4 Confidentiality. 

To preserve the integrity, confidentiality, and intellectual property of the Surveys, you shall not publish or otherwise disclose the content of any Surveys to any third party.

3.5 Disclaimers. 

We will not moderate the content of any Survey, or the content of your Submissions.  We are not responsible for the integrity and quality of Surveys, or for how they are conducted; such responsibility lies with the Survey sponsors.  Brox.ai has no obligation to you to store any of your Submissions.  Brox.ai has no responsibility or liability for the deletion or accuracy of any Submissions; the failure to store, transmit, or receive Submissions; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. 

4. REWARDS

This Section 4 applies only to Registered Users.

4.1 Points.

When you participate in a Survey, you may be eligible to receive reward points associated with that Survey if and as indicated by the Service in advance of your participation (“Points”).  You will only receive Points if the Survey sponsor and/or Brox.ai approves your submission.  If your Submission is so approved, we will apply the Points to your Account within 10 days of that approval.  Points will be reflected in your Account (your “Point Balance”) and may be redeemed for various Rewards as described below.  The specific number of Points may be different between Surveys, will be listed on the Service, and is subject to change from time to time in Brox.ai’s sole discretion.  Points are not cash equivalents, virtual tokens, or virtual currency, and they have no cash value.  You have no legal interest or property right or other entitlement to Points. Points cannot be bought, sold, or transferred in any way, to any other Registered User (including upon death or as part of a domestic relations matter).  If you terminate or delete your Account, you will forfeit any Points in your Point Balance.

Once Points are visible in the Point Balance, they are eligible for redemption in accordance with the redemption procedures outlined below.  Further, in Brox.ai’s sole discretion, limits may be placed on the number of Points that can be accrued in total, that can be received each day, or that can be accrued in connection with specific actions.

In addition to any specific rules and descriptions for each issuance of Points, which may be described within the Service, as amended from time to time, which are hereby incorporated herein by reference, this Agreement applies to all accrual and redemption of Points.  IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHOULD NOT ACCEPT POINTS THROUGH THE SERVICE.  For the avoidance of doubt, any sale and/or exchange of Points other than expressly provided for herein is strictly prohibited.

4.2 Rewards [PKB1] and Redemption. 

Brox.ai enables you to redeem Points via in connection with the Service for prizes, benefits, or other rewards  (the “Rewards”). Rewards may be offered in various forms as indicated within the Service. At this time, the Rewards currently available for redemption are gift cards and various kinds., a component of the Service which is offered by Virtual Incentives, Inc. (“Virtual Incentives”), one of our Third-Party Service (defined below) providers. By engaging with Virtual Incentives to redeem Points, you understand that Virtual Incentives may receive certain of your personal information, subject to its terms of service and privacy policy.  More information about how we share your data is available in our Privacy Policy.  Rewards may be offered in various forms, as indicated within the Service and/or through Virtual Incentives, including, but not limited to, gift cards and cash back features.  Please note that Points received in connection with certain activities may not be eligible to be redeemed for certain Rewards.  The redemption procedures and other terms and conditions for certain Rewards will be described more fully on the Website or through the Service.  Certain Rewards are subject to a minimum Point redemption, may be available on a limited basis, and may otherwise be offered subject to other restrictions.  

(a) Gift Cards.  Gift cards are facilitated by one of our Third-Party Service (defined below) providers, Virtual Incentives, Inc. (“Virtual Incentives”). Virtual Incentives enables you to redeem Points for store credit gift cards at thousands of retailers worldwide. By engaging with Virtual Incentives to redeem Points, you understand that Virtual Incentives may receive certain of your personal information, subject to its terms of service and privacy policy.  More information about how we share your data is available in our Privacy Policy. You further understand and agree that when you redeem Points and receive Rewards that you are engaging directly with Virtual Incentives as facilitated by us, and that we have no responsibility or liability for your relationship with Virtual Incentives. We are not responsible for any failure of Virtual Incentives to execute any redemption of Points or to deliver any Rewards. If you experience any issues with gift cards Rewards, please contact Virtual Incentives at support@virtualincentives.com

In addition to any specific rules and descriptions for the issuance of Points or Rewards, as described more fully within the Service or within Virtual Incentives' terms of serviceand conditions, this Agreement applies to all accrual and redemption of Points. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHOULD NOT ACCEPT REWARDS THROUGH THE SERVICE.

4.3 Important Terms and Restrictions. 

We may, from time to time and at any time in our sole discretion, amend, change, or limit any of the terms and conditions of the Points. Such changes are effective to all Registered Users. Changes may include, but are not limited to, the number of Points awarded, the type of actions that qualify for Points, the rate of Point accrual for certain activities, [the Point to cash back conversion,] the availability or type of the Rewards offerings, the expiration of Points, or the number of Points that may be earned. You understand that Points and Rewards are not compensation of any kind in consideration for services performed.  Your continued receipt of Points does not give you any vested rights and you may not rely upon the continued availability of Points or any cash back conversion. We will post any such changes on the Service, and it is your responsibility to review this Agreement for any such changes. By accessing the Service, you agree to not artificially simulate Survey responses, create fraudulent Survey submissions, or any other manipulation of the Service to generate Points. If we determine, in our sole discretion, that you have engaged in illegal activity or your device has been manipulated to generate fraudulent Points, or otherwise violated any obligations herein, we will rescind such Points and may decide to suspend or terminate your Account. Our decisions regarding such recension, suspension, or termination are final.  

4.4 Delays. 

We may delay or suspend accrual of Points or issuance of Rewards (i) if we are unable to confirm your identity or have reason to believe that the transfer requested is unauthorized; (ii) if we believe that you are in breach of this Agreement; or (iii) during any dispute involving your Account or a Survey submission by you.

5. OWNERSHIP.

5.1 The Service. 

Except with respect to your Submissions, the ownership of which is addressed in Sections 5.3 and 5.4, you agree that Brox.ai and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, software, audio or audiovisual content, and documentation).  You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompany the Service.

5.2 Trademarks.  

Brox.ai and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Brox.ai and may not be used without permission in connection with your, or any third-party’s, products or services.  Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

5.3 Your Submissions. 

Brox.ai does not claim ownership of your Submissions.  However, when you submit your Submissions to the Service, you represent that you own and/or have sufficient rights to your Submissions to grant the license set forth in Section 5.4 (License to Your Submissions).

5.4 License.

You grant Brox.ai a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from your Submissions (in whole or in part) for the purposes of providing information and analysis to our clients, to develop further products, services or technologies (including for example training artificial intelligence software systems), and otherwise to use, exploit and publish such information in a manner consistent with our Privacy Policy.

5.5 Feedback. 

You agree that submission of any ideas, suggestions, documents, and/or proposals to Brox.ai through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own discretion and risk and that Brox.ai has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Brox.ai a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Brox.ai’s business.

6. USER CONDUCT AND CERTAIN RESTRICTIONS. 

As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law.  In addition to the restrictions set forth in Section 4.3 (Important Terms and Restrictions), you shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Brox.ai’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (vii) impersonate any person or entity, including any employee or representative of Brox.ai; (viii) interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service; or (ix) attempts to circumvent the Service to obtain additional Points or Rewards.  The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section and any other restrictions in this Agreement.  Any unauthorized use of the Service terminates the licenses granted by Brox.ai pursuant to this Agreement.

7. THIRD-PARTY SERVICE.

7.1 Third-Party Websites and Applications. 

The Service may contain links to third-party websites and applications, including Virtual Incentives, (collectively, the “Third-Party Services”).  When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of Brox.ai.  Brox.ai is not responsible for any Third-Party Services.  Brox.ai provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith.  You use all links in Third-Party Services at your own risk.  When you leave our Service, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

7.2 Sharing Your Content and Information Through Third-Party Services. 

Brox.ai may provide tools through the Service or otherwise leverage third party tools or software that enable us to collect, process and export information, including your Submissions, to Third-Party Services.  For example, we may use a Third-Party Service to enable the Surveys on the Website.  By using one of these tools, you agree that Brox.ai may transfer that information to the applicable Third-Party Service.  Brox.ai is not responsible for any Third-Party Service’s use of your exported information.  Please consult our Privacy Policy for more information about how we share information with third parties.

8. Indemnification. 

You shall indemnify and hold Brox.ai, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Brox.ai Party” and collectively, the “Brox.ai Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) your use of, or inability to use, the Service; (ii) your violation of this Agreement; (iii) your violation of any rights of another party, including any user; or (iv) your violation of any applicable laws, rules or regulations.  Brox.ai reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Brox.ai in asserting any available defenses.  This provision does not require you to indemnify any of the Brox.ai Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder.  You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

9. DISCLAIMER OF WARRANTIES.

9.1 As Is.  

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  THE BROX.AI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.

(a) THE BROX.AI PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE, OR ANY THIRD PARTY SERVICE ENABLED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) CERTAIN FEATURES OF THE SERVICE, INCLUDING THOSE RELATING TO POINTS, REWARDS OR REDEMPTIONS, WILL BE WORKING PROPERLY AT ANY GIVEN TIME.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) From time to time, Brox.ai may offer new “beta” features or tools with which its users may experiment.  Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Brox.ai’s sole discretion.  The provisions of this section apply with full force to such features or tools.

9.2 No Liability for Conduct of Third Parties. 

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE.  YOU ACKNOWLEDGE AND AGREE THAT THE BROX.AI PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE BROX.AI PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.  YOU UNDERSTAND THAT BROX.AI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS.  BROX.AI MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.  BROX.AI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE.

9.3 Rewards. 

BROX.AI SHALL HAVE NO LIABILITY IN CONNECTION WITH YOUR CHOICE AND USE OF ANY POINTS.  IF YOU PROVIDE A THIRD PARTY OR THIRD-PARTY SERVICE WITH ANY PERSONAL OR FINANCIAL INFORMATION TO RECEIVE A REWARD, BROX.AI SHALL HAVE NO LIABILITY IN CONNECTION THEREWITH.  BROX.AI ASSUMES NO LIABILITY FOR ANY PRODUCTS, SERVICES, OR OTHER BENEFITS OFFERED BY THIRD PARTIES OR THIRD-PARTY SERVICES THAT YOU ELECT TO RECEIVE AS A REWARD.  BROX.AI IS NOT RESPONSIBLE FOR THE PERFORMANCE, ACTS OR OMISSIONS OF ANY THIRD-PARTY SERVICE PROVIDER OF REWARDS OR REDEMPTIONS.  BROX.AI CANNOT GUARANTEE THE AVAILABILITY, QUALITY, PROPER FUNCTIONING, SAFETY OF GOODS, SERVICES, OR OTHER BENEFITS, INCLUDING REWARDS, OFFERED VIA THE SERVICE.  BROX.AI HAS NO OBLIGATION TO FACILITATE THE RETURN, EXCHANGE, OR REFUND OF ANY REWARDS REDEEMED THROUGH THE SERVICE OR OFFERED BY THIRD-PARTY SERVICES.

10. LIMITATION OF LIABILITY.

10.1 Disclaimer of Certain Damages. 

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE BROX.AI PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY BROX.AI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.  

10.2 Cap on Liability. 

TO THE FULLEST EXTENT PERMITTED BY LAW, THE BROX.AI PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO Brox.ai by you during the THREE-month period prior to the act, omission or occurrence giving rise to such liability; (ii) $100; or (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

10.3 User Content. 

BROX.AI ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR SUBMISSIONS), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

10.4 Exclusion of Damages. 

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

10.5 Basis of the Bargain. 

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BROX.AI AND YOU.

11. TERM AND TERMINATION.

11.1 Term. 

The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

11.2 Termination of Service by Brox.ai. 

If you have materially breached any provision of this Agreement, or if Brox.ai is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Brox.ai has the right to, immediately and without notice, suspend or terminate any Service provided to you.  Brox.ai reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you.  You agree that all terminations for cause are made in Brox.ai’s sole discretion and that Brox.ai shall not be liable to you or any third party for any termination of your Account.

11.3 Termination by You. 

If you want to terminate this Agreement, you may do so by (i) notifying Brox.ai at any time and (ii) closing your Account for the Service.  Your notice should be sent, in writing, to Brox.ai’s address set forth below. 

11.4 Effect of Termination. 

Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete contents of your Account including your password and Points.  If we terminate your Account for cause, we may also bar your further use or access to the Service.  Brox.ai will not have any liability whatsoever to you for any suspension or termination.  All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.  For the avoidance of doubt, termination will not affect any of Brox.ai’s rights or licenses granted herein, including to use your Submissions in accordance with the terms herein.

11.5 No Subsequent Registration.  

If this Agreement is terminated for cause by Brox.ai or if your Account or ability to access the Service is discontinued by Brox.ai due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

12. ARBITRATION AGREEMENT. 

Please read this section (the “Arbitration Agreement”) carefully.  It is part of your contract with Brox.ai and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

12.1 Applicability of Arbitration Agreement. 

Subject to the terms of this Arbitration Agreement, you and Brox.ai agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Brox.ai may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Brox.ai may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

12.2 Informal Dispute Resolution. 

There might be instances when a Dispute arises between you and Brox.ai.  If that occurs, Brox.ai is committed to working with you to reach a reasonable resolution.  You and Brox.ai agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  You and Brox.ai therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Brox.ai that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@brox.ai  or regular mail to our offices located at 1734 Granville Avenue, Unit 2, Los Angeles, California 90025.  The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

12.3 Waiver of Jury Trial. 

YOU AND BROX.AI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Brox.ai are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement).  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

12.4 Waiver of Class and Other Non-Individualized Relief. 

YOU AND BROX.AI AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 12.9 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Brox.ai agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or Brox.ai from participating in a class-wide settlement of claims.

12.5 Rules and Forum.  

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Brox.ai agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Brox.ai otherwise agree, or the Batch Arbitration process discussed in Section 12.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside.  Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Brox.ai agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

12.6 Arbitrator. 

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 12.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

12.7 Authority of Arbitrator. 

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 12.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 12.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 12.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 12.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 12.9 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction.

12.8 Attorneys’ Fees and Costs. 

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or Brox.ai need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

12.9 Batch Arbitration. 

To increase the efficiency of administration and resolution of arbitrations, you and Brox.ai agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Brox.ai by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by Brox.ai.

You and Brox.ai agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

12.10 30-Day Right to Opt Out. 

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 1734 Granville Avenue, Unit 2, Los Angeles, California 90025 within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

12.11 Invalidity, Expiration. 

Except as provided in Section 12.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  You further agree that any Dispute that you have with Brox.ai as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

12.12 Modification. 

Notwithstanding any provision in this Agreement to the contrary, we agree that if Brox.ai makes any future material change to this Arbitration Agreement, we will notify you.  Unless you reject the change within thirty (30) days of such change become effective by writing to Brox.ai at 1734 Granville Avenue, Unit 2, Los Angeles, California 90025, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration.  If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.  Brox.ai will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

13. GENERAL PROVISIONS.

13.1 Electronic Communications. 

The communications between you and Brox.ai may take place via electronic means, whether you visit the Service or send Brox.ai emails, or whether Brox.ai posts notices on the Service or communicates with you via email.  For contractual purposes, you (i) consent to receive communications from Brox.ai in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Brox.ai electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

13.2 Assignment. 

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Brox.ai’s prior written consent.  Brox.ai may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement.  Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

13.3 Force Majeure. 

Brox.ai shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

13.4 Questions, Complaints, Claims. 

If you have any questions, complaints or claims with respect to the Service, please contact us at: support@brox.ai.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

13.5 Exclusive Venue. 

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Brox.ai agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Wilmington, Delaware.

13.6 Governing Law. 

This AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of DELAWARE, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.

13.7 Notice. 

Where Brox.ai requires that you provide an email address, you are responsible for providing Brox.ai with a valid and current email address.  In the event that the email address you provide to Brox.ai is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Brox.ai’s dispatch of the email containing such notice will nonetheless constitute effective notice.  You may give notice to Brox.ai at the following address: 1734 Granville Avenue, Unit 2, Los Angeles, California 90025.  Such notice shall be deemed given when received by Brox.ai by letter delivered by nationally recognized overnight delivery service or first- class postage prepaid mail at the above address.

13.8 Waiver. 

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.9 Severability. 

If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

13.10 Export Control. 

You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws.  In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties.  You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Brox.ai are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Brox.ai products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Entire Agreement. 

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.