Effective date: 11/01/2022
Welcome to BoxedUp. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the "Services"), including, without limitation, any request to receive information about, or to lease or purchase any of the products made available through our website(s) (excluding any Equipment provided by Suppliers, as defined below, each, a "Product"). Your purchase or lease of any Products will also be governed by any other terms made available by us to you during the sales process. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Address: 4518C Delridge Way Seattle, WA 98106
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Will these Terms ever change?
We are constantly trying to improve our Products and Services, so these Terms may need to change along with our Products and Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://tryboxedup.com/, send you an email, and/or notify you by some other means.
If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
Children's Online Privacy Protection Act
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 16 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at email@example.com.
What are the basics of using BoxedUp?
You may be required to sign up for an account, select a password and user name ("BoxedUp User ID"), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your BoxedUp User ID a name that you do not have the right to use, or another person's name with the intent to impersonate that person. Except for shared use within internally authorized transfers at your organization as part of a business account, you may not transfer your account to anyone else without our prior written permission.
Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a "Third Party Account"), such as those offered by Google, Facebook, Twitter, Amazon, Instagram, and YouTube. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Suppliers must comply with all laws that relate to the Supplier Equipment (as defined below)). If your use of the Services or Products is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services or Products in a way that breaks the law.
Except for the sharing of a business account within your organization, you will not share your BoxedUp User ID, account or password with anyone, and you must protect the security of your BoxedUp User ID, account, password and any other access tools or credentials. You're responsible for any activity associated with your BoxedUp User ID and account.
Connecting Suppliers and Customers
BoxedUp connects those providing certain Equipment, as defined below, ("Suppliers") and those looking to lease or acquire those Equipment ("Customers"). When we use the word "you" in these Terms, it refers to any user, regardless of whether he or she is a Supplier or Customer, while if we use one of those specific terms, it only applies to that category of user.
Before receiving Equipment from any Supplier ("Supplier Equipment") from rentals or sales, Customers are responsible for making their own determinations that the Supplier Equipment is suitable. BoxedUp is only responsible for connecting Suppliers and Customers, and can't and won't be responsible for making sure that Supplier Equipment is up to a certain standard of quality. BoxedUp similarly can't and won't be responsible for ensuring that information (including credentials) a Customer or Supplier provides about himself or herself or about the Supplier Equipment he or she is offering is accurate or up-to-date. We don't control the actions of any Customer or Supplier, and Suppliers aren't our employees.
Except where BoxedUp is indicated as being the direct seller/lessor, BoxedUp does not directly offer the Supplier Equipment. You hereby acknowledge that BoxedUp does not supervise, direct, control or monitor the Supplier Equipment and expressly disclaims any responsibility and liability for the Supplier Equipment, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.
The BoxedUp marketplace facilitates the contracting, payment and fulfillment process between Customers and Suppliers. Customers and Suppliers must not enter into separate agreements outside of BoxedUp relating to Supplier Equipment outside of the BoxedUp marketplace, except for pre-existing agreements between Customer and Supplier or such agreements between Customer and Supplier directly facilitated by BoxedUp ("Outside Agreements"). If you do enter into any Outside Agreement we may terminate your BoxedUp account, and you acknowledge that BoxedUp is not a party to and isn't responsible for enforcing any Outside Agreement.
What about messaging?
As part of the Services, you may receive communications through the Services, including messages that BoxedUp sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want BoxedUp to send you information that we think may be of interest to you, which may include BoxedUp using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from BoxedUp, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from BoxedUp. You agree to indemnify and hold BoxedUp harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to your breach of the foregoing.
What about rentals?
Customer may agree to rent certain equipment (the "Equipment") from Supplier or BoxedUp as applicable (each, a "Leasing Party") as defined on these Terms and the terms governing the rental of such Leasing Party's products, as made available to Customer through the Services during the lease process (the "Supplier Rental" and "BoxedUp Rental" respectively, collectively the "Rental"). The Rental is made available to Customer by the Leasing Party through the website, and the terms in the description of the Rental on the website are incorporated into these Terms by reference. If there is any conflict between the Rental and these Terms, these Terms shall control. Leasing Party understands and agrees that the Rental and these Terms will become effective and binding on Customer only after Leasing Party has confirmed Leasing Party's acceptance of the final Rental listed on the website and such Rental is agreed to by Customer.
The initial term of the Rental will commence on the start date and will end on the end date set forth in the Rental (the "Rental Term"). If the Equipment is not returned by the end of the Rental Term, the Rental Term shall extend daily and at a daily prorated charge calculated using the rental charge for the initial Rental Term, unless terminated by either party as provided in in these Terms. On the last day of the Rental Term, whether under the initial Rental Term or any extension thereof, Leasing Party will arrange for the pick-up of the Equipment, as applicable or, if no return shipping charges were paid to Leasing Party under the terms of the Rental and at the request of Leasing Party, Customer will ship the Equipment back to Leasing Party, as applicable, at Customer's expense. The Equipment shall be returned to Leasing Party in good condition and working order, ordinary wear and tear excepted, as it was at the commencement of the Rental Term, provided that any consumables/disposables (e.g., tape, rubber bands, etc.) need not be returned with the Equipment. Leasing Party shall not be responsible for any of Customer's material remaining in the Equipment upon its return, including but not limited to batteries, memory cards and other personal effects.
If Customer cancels a rental prior to the end of the Rental Term, Customer shall pay a cancellation fee equal to the cancellation fee specified in the Rental or, if no such fee is specified in the Rental, a fee equal to % of the remaining value of the rental contract, as well as a $ cancellation processing fee.
Default by Customer.
If Customer fails to perform or fulfill any obligation of a Rental under these Terms, other than due to a Force Majeure Event, Customer shall be in default of these Terms. Subject to any statute, ordinance or law to the contrary, Customer shall have seven (7) days from the date of notice of default by Leasing Party to cure the default. If Customer does not cure a default in such time frame, Leasing Party may at Leasing Party's option (a) cure such default and the cost of such action may be added to Customer's financial obligations under these Terms; or (b) declare Customer in default of these Terms. If Customer shall become insolvent, cease to do business as a going concern, if applicable, or if a petitions has been filed by or against Customer under the Bankruptcy Act or similar federal or state statute, Leasing Party may immediately declare Customer in default of these Terms. In the event of default, Leasing Party may at its option hold Customer liable for the balance of the unpaid rent under these Terms if these Terms had continued in force.
Customer, upon execution of these Terms, and during all times that the Equipment is on Customer's premises, grants Leasing Party an irrevocable right of entry to Customer's premises for the sole and limited purpose of Leasing Party's reclamation of its Equipment in the event that Customer defaults under these Terms.
If a Force Majeure Event prevents a Leasing Party from performing its obligations hereunder, Customer may terminate these Terms without liability and rent or purchase equipment from another supplier. If a Force Majeure Event prevents Customer from performing its obligations hereunder, Leasing Party may terminate these Terms without liability and rent Equipment to someone else or otherwise make use of the Equipment.
If Leasing Party requires it in the Rental, Customer shall obtain a certain level of insurance, which may include, but is not be limited to (a) Commercial General Liability Insurance, (b) Automotive Liability Insurance, (c) Workers Compensation and Employment Insurance, (d) Inland Marine Insurance, and (e) Misc. Rental Equipment Insurance, against all liabilities and damages with respect to Customer's use of the Equipment during the Rental Term, name Leasing Party as additional insured under Customer's insurance policy, and provide to BoxedUp and Supplier a certificate of insurance, which Customer uploads through the Service. Customer hereby agrees that if insurance is required by Leasing Party, no Equipment shall be delivered by Leasing Party prior to the receipt of proof of a level insurance specified in the Rental.
Within its Services, BoxedUp may display, connect or link to third party insurance providers (the "Third Party Insurance Providers") that offer certain types of insurance plan offerings (the "Third Party Insurance Plans"). However, BoxedUp does not directly offer such Third Party Insurance Plans and you hereby acknowledge that BoxedUp does not supervise, direct, control or monitor such Third Party Insurance Plans and expressly disclaims any responsibility and liability for such Third Party Insurance Plans, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code. Customers are responsible for making their own determinations that a Third Party Insurance Plan is suitable for their use. BoxedUp can't and won't be responsible for making sure that a Third Party Insurance Plan is sufficient for Customer's use. BoxedUp similarly can't and won't be responsible for ensuring that information that Third Party Insurance Provider provides about themselves or about a Third Party Insurance Plan they are offering is accurate or up-to-date. BoxedUp does not control the actions of any Third Party Insurance Providers.
Unless expressly specified to the contrary, BoxedUp or Supplier shall ship to Customer or make available for pick-up the purchased or leased Equipment as soon as possible under the circumstances. However, all shipping dates are approximate, and are based upon current availability of materials, present production schedules, and prompt receipt of all necessary information. BoxedUp or Supplier will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment/pick-up or other nonperformance in the event that all or substantially all of its obligations under these Terms are materially interfered by reason of any Force Majeure Event or Customer action. In the event of any such delay or nonperformance, Customer may, at its option, and without liability, cancel all or any portion of these Terms and/or extend any date upon which any performance hereunder is due.
If rental payments are not timely processed, BoxedUp will be under no obligation to ship or make the Equipment available for pick-up. Unless the Rental does not permit an automatic renewal, the Rental Term will automatically renew for a daily term and at a daily prorated charge based on the rental charge for the initial Rental Term until the Equipment is returned. Payment during any renewal Rental Term shall be made as provided herein. If Customer fails to return the Equipment at the end of the applicable Rental Term, Customer agrees to pay all rental charges set forth herein until the Equipment is returned. BoxedUp also reserves the right to charge the Customer a late fee of $25 per day, per piece of rented Equipment, in addition to the daily rate stated as part of the Rental. With regard to the rental of Supplier Equipment, Customer understands and agrees that BoxedUp is only providing billing, collection an ancillary services to Supplier, and are not a party to any agreement between Customer and Supplier nor responsible for any obligations of Supplier or Customer under these Terms.
Rental Security Deposit.
If the Rental specifies that a security deposit is required, Customer understands and agrees that it shall be held as security for Customer's faithful performance of Customer's obligations under these Terms. Provided no default by Customer has occurred under these Terms, any security deposit will be returned/credited back to Customer's payment account within 30 days after the return of the Equipment to Leasing Party. If, however, any default by Customer under these Terms has occurred, including any damage to the Equipment upon return to Leasing Party, Leasing Party may withhold that portion of the security deposit necessary to cover damages suffered by Leasing Party. No interest will be paid or accrue on the security deposit, and it may be comingled with other funds.
Any right and remedy belonging to Leasing Party hereunder or under the law shall be deemed cumulative and not exclusive of one another and the exercise by Leasing Party of any such right or remedy shall not preclude Leasing Party from exercising or enforcing any other right or remedy it may have.
Rental Obligations of Customer.
Limited Warranty; Limitation of Liability of Supplier.
If Leasing Party has provided (or provides) Customer an option to purchase the Equipment (the "Purchase Option") Customer may exercise such Purchase Option by completing any additional forms provided via the Services and agreeing to the terms of the purchase of the Equipment (the "Purchase Order") provided via the Services. The following additional terms and conditions shall govern the Purchase Order:
Are there restrictions in how I can use the Services?
You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
Are there any terms specific to me as a Supplier?
No Supplier may collect any information from or relating to Customers ("Customer Information"), whether via the Services, in the course of offering Supplier Equipment, or otherwise, beyond what is necessary to offer the Supplier Equipment for the applicable Customer from or about whom such Customer Information was collected. Suppliers also must not use any Customer Information beyond what is necessary to offer the Supplier Equipment for such applicable Customer. Upon the conclusion of offering the Supplier Equipment to a Customer (or otherwise upon the request of such Customer or BoxedUp), Supplier must properly destroy all Customer Information from or relating to such Customer and make no further use of it whatsoever. Suppliers must collect, use, maintain, and transmit all Customer Information in compliance with all applicable laws.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including BoxedUp's) rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that BoxedUp owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
What about anything I contribute to the Services - do I have to grant any licenses to BoxedUp or to other users?
Anything you post, upload, share, store, or otherwise provide through the Services is your "User Submission". Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.
By submitting User Submissions through the Services, you hereby do and shall grant BoxedUp a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Certain features of the Services allow you to share information with others, including through your social networks or other Third Party Accounts. When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a "share" button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize BoxedUp to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.
Finally, you understand and agree that BoxedUp, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
What if I see something on the Services that infringes my copyright?
In accordance with the DMCA, we've adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
If a counter-notice is received by the Designated Agent, BoxedUp may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that BoxedUp may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at BoxedUp's discretion.
Please contact BoxedUp's Designated Agent at the following address:
Attn: DMCA Designated Agent
4518C Delridge Way Seattle, WA 98106
Who is responsible for what I see and do on the Services?
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren't liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can't guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by BoxedUp, including but not limited to Third Party Insurance Providers. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that BoxedUp is not responsible for such risks.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that BoxedUp is under no obligation to become involved. In the event that you have a dispute with one or more other users, including Suppliers, you release BoxedUp, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Will BoxedUp ever change the Services?
We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Do the Services cost anything?
Products and Equipment are offered at the prices set forth on our Paid Products or the applicable Rentals page, and you may choose to purchase or rent such Products or Equipment through the https://tryboxedup.com/ website or our mobile applications. BoxedUp or Suppliers may limit or cancel quantities of Products or Equipment purchased or rented, and BoxedUp or Supplier reserves the right to refuse any order, purchase or Rental request, for any reason or no reason whatsoever. In the event BoxedUp or Supplier needs to make a change to an order or Rental, it will attempt to notify you by contacting the email address, billing address, and/or phone number provided at the time the order was made. The prices displayed are quoted in U.S. currency and are valid only in the United States. Prices are subject to change at any time. Sales tax will be determined by the shipping address of the order and will automatically be added to the order. BoxedUp or Supplier is required by law to apply sales tax to orders to certain states. Purchased or rented Products or Equipment will be shipped to the shipping address of the order, or picked up by Customer. Information about our shipping rates and return policy can all be found on our Frequently Asked Questions page, and on the applicable Rental. Any payment terms presented to you in the process of purchasing or renting Products or Equipment are deemed part of these Terms.
Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
What if I want to stop using the Services?
BoxedUp is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. BoxedUp has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Customer who believes that a Supplier may be in breach of these Terms is not able to enforce these Terms against that Supplier.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at firstname.lastname@example.org - we will try to help, but unfortunately, we can't promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
What about Mobile Applications?
I use the BoxedUp App available via the Apple App Store - should I know anything about that?
These Terms apply to your use of all the Services, including our iOS applications (the "Application") available via the Apple, Inc. ("Apple") App Store, but the following additional terms also apply to the Application:
What else do I need to know?
Warranty Disclaimer. BoxedUp and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (BoxedUp and all such parties together, the "BoxedUp Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services or any Products, and the BoxedUp Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The BoxedUp Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services including, without limitation, any Products, including any Supplier Equipment or Third Party Insurance Plans. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided "AS-IS" and without any warranty of any kind from the BoxedUp Parties or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY BOXEDUP (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Force Majeure. Neither BoxedUp, Customer or Supplier shall be held liable for breach of these Terms in the event that all or substantially all of its obligations under these Terms are materially interfered by reason of any cause or occurrence beyond the control of such party, including without limitation, (a) machine malfunction (except to the extent caused by intentional or grossly negligent acts of such party, its employees or agents), (b) strikes, fires, disasters, riots, acts of God, (c) shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities, (d) governmental action, (e) subcontractor or supplier delay including, but not limited to failure by subcontractor or supplier to make timely delivery, or (f) any other cause of condition beyond such party's reasonable control (a "Force Majeure Event").
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE BOXEDUP PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO BOXEDUP IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the BoxedUp Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and any Products, Equipment or Third Party Insurance Plans (whether provided by BoxedUp, Supplier or Third Party Insurance Provider), (b) the ownership/rental of any Product or Equipment (whether provided by BoxedUp or Supplier), (c) your violation of these Terms, and (d) your breach of any law or the rights of a third party. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without BoxedUp's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. Customer may not assign, delegate or transfer a Rental, pursuant to these Terms, or their rights or obligations hereunder, in any way (by operation of law or otherwise) without Supplier's prior written consent. Supplier may transfer, assign, or delegate a Rental, pursuant to these Terms, and Supplier's rights and obligations to such Rental without consent of Customer.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with BoxedUp and limits the manner in which you can seek relief from BoxedUp. Both you and BoxedUp acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, BoxedUp's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New Castle County, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. BoxedUp will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. BoxedUp will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or BoxedUp may assert claims, if they qualify, in small claims court in New Castle County, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND BOXEDUP WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and BoxedUp are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and BoxedUp over whether to vacate or enforce an arbitration award, YOU AND BOXEDUP WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor BoxedUp is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 4518C Delridge Way Seattle, WA 98106 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or BoxedUp to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and BoxedUp agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, Delaware, or the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with BoxedUp.
Notices. All notices to be given hereunder must be in writing and shall be given by the parties hereto only in one of the following ways: (1) by personal delivery, (2) by certified mail, postage prepaid, or (3) by facsimile, with confirmation of receipt, to the contact person and address specified in the Services.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the BoxedUp may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. Customer, Supplier and BoxedUp agree that these Terms are the complete and exclusive statement of the mutual understanding between Customer, Supplier and BoxedUp, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of BoxedUp, and you do not have any authority of any kind to bind BoxedUp in any respect whatsoever.
Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and BoxedUp agree there are no third-party beneficiaries intended under these Terms.