Terms and Conditions
Subscription Box Solutions, LLC, a Maryland limited liability company (“Subscription Box”), creates, distributes, sells, and licenses interactive stories and cognitive exercises (together with all related items, the “Kits”) to assist memory impaired individuals and the elderly to retain and enhance cognitive function and help slow the progression of memory impairing diseases such as dementia and alzheimers. These Terms and Conditions (the “Terms”) apply to the purchase, license, and use of any Kits by any entity or individual (“Customer”) no matter where the Kit is purchased or used. These Terms shall apply regardless of any additional or conflicting terms included as part of any purchase order, correspondence, or other document, and any such additional, inconsistent, or conflicting terms are deemed rejected.
- Scope. Each Kit is made available on a non-exclusive basis for the intended use by one (1) individual or household.
- Copying. Customer shall not, nor shall Customer permit another to, copy all or any portion of the Kit, nor shall Customer permit or encourage, or participate in, the creation of any derivative work of the Kit or its contents.
- Proprietary Rights. Subscription Box retains all rights, title, and interest in the Kits and its contents, and Customer shall not, nor shall it allow any other person or entity to, take any action inconsistent with such rights, title, and interest. Customer shall not, nor shall it allow any other person or entity to, alter or remove any copyright, proprietary, or other legal notices contained on or in the Kits.
- Payment. Subscription Box shall provide the Kits to Customer pursuant to the schedule and upon payment of all fees.
- Audit Rights. Subscription Box shall have the right upon at least ten (10) days written notice to audit Customer’s compliance with this Agreement. Such audit shall take place during regular business hours at Customer’s principal location. During any audit requested under this provision, Customer shall provide Subscription Box with copies of all documents related to the purchase, license, and use of all Kits during the prior three (3) years. [FOR GROUP SALES ONLY]
- Disclaimer of Warranty. To the extent permitted by applicable law: (a) all Kits are provided as described; and (b) neither Subscription Box, nor any of its affiliates, nor any of their respective employees, agents, suppliers, contractors, directors, managers, officers, members, shareholders, or licensors, make any representations or warranties of any kind, whether express or implied, and such parties hereby expressly disclaim all such warranties with respect to any and all Kits provided hereunder, including all warranties, (i) of merchantability, fitness for a particular purpose, non-infringement, title, satisfactory quality, or accuracy; or (ii) arising from any course of dealing, course of performance, or usage in the industry. Subscription Box does not make any warranties or guarantees that the Kits will have any effect on a user’s cognitive abilities or will successfully treat any cognitive impairment or disease.
- Indemnification. Except as provided below, Subscription Box shall defend and indemnify Customer from and against any damages, liabilities, costs, and expenses arising out of any third-party claim that the Kit or any story within the Kit infringes any intellectual property right of that third-party, provided that (i) Customer shall have promptly provided Subscription Box with notice thereof and reasonable cooperation, information, and assistance in connection therewith, and (ii) Subscription Box shall have sole and absolute control and authority with respect to the defense, settlement, and/or compromise of any such claim.
- Limitation of Liability. Except for Subscription Box’s obligations set forth in Section 7 (Indemnification) hereof, Subscription Box’s liability for damages to Customer for any cause whatsoever, regardless of the form of any claim or action, shall not exceed the aggregate amounts paid by Customer during the six (6) months immediately proceeding such claim or action. Subscription Box shall not be liable for any special, incidental, indirect, punitive, or consequential damages arising out of or in connection with Customer’s use of the Kits. Further, Subscription Box is not liable for any third party information (including, without limitation, “spoilers”) published or disclosed about the Kits, experience, or any content produced by Subscription Box.
- Waiver. The waiver by either party of a breach or default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or admission on the part of either party to exercise or avail itself of any right, power, or privilege that it has, or may have, hereunder, operate as a waiver of any right, power, or privilege by such party.
- No Agency. Customer and Subscription Box shall not be deemed to be the other’s agent or representative, nor shall they parties be considered as joint ventures or partners for any purpose as a result of Customer’s purchase and license of Kits.
- Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland, without regard to its conflict of laws provisions. Each party further consents to, and agrees that it is subject to, the exclusive jurisdiction of the State and Federal courts of the State of Maryland with respect to any actions for enforcement of, or breach of, these Terms.
- Entire Agreement. These Terms, along with any attached invoice, constitute the entire understanding between the parties with respect to the license and purchase of Kits. No waiver, consent, modification, or change of these Terms shall bind either party unless in writing. Any terms set forth in any document that are in addition to, or in variance with, these Terms are deemed void and unenforceable.