End User License Agreement and Terms of Service
Last Updated: July 10, 2026
Thank you for your purchase of The Boring Toolbox!
This End User License Agreement and Terms of Service (“Agreement”), and the Order Form, which by this reference is incorporated herein, govern the relationship between The Boring Lab, LLC (“The Boring Lab,” “Company,” “we,” or “us”) and you (“Client,” “you,” or “your”) associated with your use of The Boring Toolbox, our website, and related services and software provided by The Boring Lab (collectively, the “Services”). The Boring Lab and Client may be referred to as the “Parties” or individually as a “Party.”
“Order Form” means the order form filled out and submitted by or on behalf of Client for its purchase of the license for the Software granted under this Agreement, whether submitted to Company or an authorized reseller.
Please read this Agreement fully and carefully as it explains the terms by which you may use the Services, and it constitutes a valid and binding agreement between you and The Boring Lab.
THE BORING LAB PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY ACCESSING OR USING THE SERVICES, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CLIENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT. IF CLIENT DOES NOT AGREE, THE BORING LAB WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO CLIENT. YOU MUST BE AT LEAST 18 YEARS OF AGE (OR THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION IF DIFFERENT THAN 18) TO BE ELIGIBLE TO USE THE SERVICES. THIS AGREEMENT APPLIES TO ALL VISITORS, USERS, AND OTHERS WHO ARE AUTHORIZED BY YOU TO ACCESS AND USE THE SERVICES (“USERS”). THIS AGREEMENT TAKES EFFECT WHEN YOU INSTALL, ACCESS, OR USE THE SERVICES (THE “EFFECTIVE DATE”).
1. Use of Services
i.This Agreement governs your access and use of the Services, and any information that is displayed or provided therein. The Boring Lab provides The Boring Toolbox, an installable plugin to help manage medium to large security camera Video Management System (“VMS”) installations. By accessing and/or using the Services, you are indicating your acceptance of this Agreement, which thereby becomes a binding contract between you and The Boring Lab, and you agree to be bound by all terms and conditions herein. The Boring Lab’s acceptance is expressly conditioned upon your assent and agreement to be bound by all the terms and conditions of this Agreement, to the exclusion of all other terms.
i.Subject to the terms and conditions of this Agreement and conditioned on your payment of Fees, you are hereby granted a non-exclusive, limited, non-transferable, revocable license during the active subscription Term (subject to cancellation requirements stated herein), solely for Users to use the Services as permitted by the features of the Services for Authorized Hardware. The Boring Lab reserves all rights not expressly granted herein in the Services and The Boring Lab’s Content (as defined below). “Authorized Hardware” means the devices connected to the VMS, as specified in the Order Form.
ii.You acknowledge and agree that the Services are licensed solely for your own business or personal use and you may not use the Services for any other purposes, without prior written authorization from The Boring Lab. You agree that you shall (a) not grant access to any third party for any purpose whatsoever without the prior written consent of The Boring Lab; (b) make the Services, in whole or in part, available to any other person, entity or business; (c) sell, sublicense, lease, permit, transfer, copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code to the software used in the Services; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services; (e) remove any proprietary notices from the software or elsewhere on the Services; or (f) modify, alter, integrate, combine the Services or associated software with any other software or services not provided or approved by us. You have and will obtain no rights to the Services except for the limited rights to use the Services expressly granted by this Agreement. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. The Boring Lab reserves all rights not expressly granted under this Agreement.
iii.You acknowledge that The Boring Lab may from time-to-time issue upgraded versions of the Services, and may automatically electronically upgrade the version of the Services that you are using. You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement will apply to all such upgrades.
i.You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, stealing or assuming any person’s identity (whether a real identity or nickname or alias), conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein. Furthermore, you may not use the Services to develop, generate, transmit or store information that: (A) infringes any third party’s intellectual property or other proprietary right; (B) is defamatory, harmful, abusive, obscene or hateful; (C) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Services; (D) performs any unsolicited commercial communication not permitted by applicable law; and (E) is harassment or a violation of privacy or threatens other people or groups of people.
ii.The Services contain confidential and trade secret information owned or licensed by The Boring Lab, and you agree to take reasonable steps to at all times protect and maintain the confidentiality of such information.
iii.We may, with prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may temporarily suspend your access to the Services with notice if you violate any provision of this Agreement.
iv.Suspension. Notwithstanding anything to the contrary in this Agreement, We may temporarily suspend Client’s and any User’s access to any portion or all of the Services if: (i) We reasonably determine that (A) there is a threat or attack on any Company Content; (B) Client’s or any User’s use of the Company Content disrupts or poses a security risk to the Company Content or to any other customer or vendor of ours; (C) Client, or any User, is using the Company Content for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) The Boring Lab’s provision of the Services to Client or any User is prohibited by applicable law; or (F) Client is using VMS with hardware other than Authorized Hardware (ii) any vendor of ours has suspended or terminated our access to or use of any third-party services or products required to enable Client to access the Services; (iii) Client fails to pay any Fees due, an authorized reseller notifies The Boring Lab of a Client payment default, or the authorized reseller through whom Client acquired access fails to timely remit corresponding payments to The Boring Lab or (iv) in accordance with any other provision of this Agreement (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). We shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the Services following any Service Suspension. We shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any User may incur as a result of a Service Suspension.
2. Proprietary Rights
a.The Services and all materials therein or transferred thereby, including, without limitation, Specifications, Documentation, Provider Systems, Resultant Data, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by The Boring Lab (the “Company Content”), and all intellectual property rights related thereto, are the exclusive property of The Boring Lab and its The Boring Labs. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company Content. Use of the Company Content for any purpose not expressly permitted by this Agreement is strictly prohibited. This Agreement does not provide you with title or ownership of any Services or Company Content, but only a limited right to use the same solely upon the terms expressly set forth in this Agreement. For the purpose of clarity, nothing provided under this Agreement is to be considered a “work for hire” and Company does not convey, transfer or assign to you any right, title and interest it may have now or in the future acquire, including but not limited to all intellectual property rights.
i.”Documentation” means any manuals, instructions, or other documents or materials that we provide or make available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services or materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
ii.”Provider Systems” means the information technology infrastructure used by or on behalf of Company in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by The Boring Lab or through the use of third-party services.
iii.”Resultant Data” means data and information related to Client’s use of the Services that is used by The Boring Lab in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
b.Client materials. You will own and maintain ownership of all of your materials and data (“Client Materials”). We do not claim any ownership of the Client Materials that you submit, post, or display through the Services.
i.Subject to the terms and conditions of this Agreement, You grant Company a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Client Materials, only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by You.
ii.Client represents and warrants that it has secured all rights in and to Client Materials from its customers, users, etc. as may be necessary to grant this license.
iii.The Client Materials that you submit may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. You retain any and all ownership rights to the Client Materials that you submit and are responsible for protecting those rights. We reserve the right at all times to remove or refuse distribution of any Client Materials on or through our Services.
c.Feedback. If you or any of your employees or contractors sends or transmits any communications or materials to The Boring Lab by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company Content, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), The Boring Lab is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to The Boring Lab on Client’s behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and The Boring Lab is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although The Boring Lab is not required to use any Feedback.
3. Fees
a.Client shall pay the fees for the Services ("Fees") as described on The Boring Lab’s sales quote, an applicable Order Form for the purchase of the license of the Services granted under this Agreement, or the separate ordering with an authorized reseller (as applicable). Client shall make all payments in US dollars on or before the specified due date without offset or deduction. Payments must be remitted directly to the party designated in the corresponding billing documentation (either to Provider or the authorized reseller, as applicable). If Client fails to make any payment when due to the billing party, or if an authorized reseller fails to remit corresponding payments to Provider on Client’s behalf, The Boring Lab may, without limiting its other rights and remedies: (i) charge interest on past due amounts at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) demand reimbursement for all costs incurred by The Boring Lab in collecting late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, suspend access to any portion or all of the Cloud Services in accordance with Section 1.c.iv until such amounts are paid in full.
b.Fee Adjustments and New Services. Company may, in its sole discretion, introduce new services for additional fees or modify any existing fees, charges, or subscription rates at any time. Company will provide Client with reasonable prior notice of any such additions or modifications. Fee changes will become effective at the start of the Renewal Term. If Client objects to the adjusted pricing, Client’s sole remedy is to terminate the Agreement prior to the end of the Term, as set forth in Section 4.b.
4. Term and Termination
a.Term. The initial term of this Agreement begins on the Effective Date and will continue in effect for the license duration specified in the Order Form (whether an active monthly or annual subscription tier, or an authorized perpetual license model), unless terminated earlier pursuant to this Agreement's express provisions (the "Initial Term"). If the Order Form specifies a subscription, this Agreement will automatically renew for successive terms of equal duration to the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current subscription window. For Clients holding a valid, legacy perpetual license validated by an applicable Order Form, the license Term shall continue indefinitely unless terminated for cause under Section 4.b. Notwithstanding the foregoing, Client acknowledges that the Company reserves the right, in its sole discretion, to modify or introduce new services for additional fees, alter available support metrics, or systematically phase out and discontinue specific cloud-connected features or web-based functionality tied to legacy software versions upon providing reasonable prior written notice. Client's sole remedy if it objects to any such modification or phase-out of legacy services is to terminate the Agreement.
b.Termination. You may terminate this Agreement by providing written Notice to
support@theboringlab.com before 5 pm Pacific Time on the last day of the Term. In addition to any other express termination right set forth in this Agreement:
i.during any trial periods, you may terminate this Agreement immediately by providing written notice to
support@theboringlab.com.
ii.we may terminate this Agreement, effective on written notice to You, if You: (A) fail to pay any amount when due hereunder, an authorized reseller notifies The Boring Lab of your payment default, or the authorized reseller through whom you acquired access fails to timely remit corresponding payments to The Boring Lab and any such failure continues more than five (5) days after we deliver written notice thereof; or (B) breach any of Your obligations under Section 1.c;
iii.either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
iv.either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
c.Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the Company Content and you shall delete, destroy, or return all Company Content and certify in writing that Company Content has been deleted or destroyed. No expiration or termination will affect Your obligation to pay all Fees that may have become due before such expiration or termination or entitle You to any refund.
d.Survival. This Section 4 and Sections 2, 3, 5, 8, 9, 10, 11, 12, 13, and 15 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
5. Privacy
We care about the privacy of our clients. Company’s privacy practices are governed by our privacy policy, the most updated copy of which can be found at https://theboringlab.com/pages/privacy-policy ("Privacy Policy"). The Privacy Policy does not cover the information practices exercised by any third party that Company does not own or control.
6. Security
a.In order to receive the benefits provided by certain aspects of the Services, you may need to grant permission for the software to utilize the processor and bandwidth of your computer. You understand that the Services will protect the privacy and integrity of your computer resources and communication and ensure the unobtrusive utilization of your computer resources to the greatest extent possible.
b.The Boring Lab cares about and takes the integrity and security of your personal information very seriously. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Services, Client Materials and content, materials and data therein from unauthorized access, use, modification, deletion and/or disclosure by our personnel. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
7. Third-Party Links and Information
The Services may contain links to third-party materials that are not owned or controlled by The Boring Lab. The Boring Lab does not endorse or assume any responsibility for any such third- party sites, information, materials, products, or services. If you access a third-party website or service from the Services, you do so at your own risk, and you understand that this Agreement and The Boring Lab’s Privacy Policy do not apply to your use of such sites. You expressly relieve The Boring Lab from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that The Boring Lab shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
8. Representations and Warranties
a.You represent and warrant that: (i) You have the power, right and authority to enter into this Agreement, and are capable of forming a binding contract: (ii) You will use the Services for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies, (iii)You own or have sufficient rights in and to the Client Materials you submit through the Services to grant the licenses set forth in this Agreement with respect to such content to The Boring Lab, that any use by The Boring Lab of such Client Materials as contemplated in this Agreement will not infringe on the rights of any third party or violate any applicable laws or regulations, and that such content shall not (a) violate any laws or regulations or any rights of any third parties, including but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, music, image or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or rights of celebrity, or any other right of any person or entity; (b) contain any material that is unlawful, fraudulent, threatening, defamatory, obscene, profane or hateful or (c) contain any disabling codes or instructions, or any viruses, worms, Trojan horses or other contaminants.
b.The Boring Lab represents and warrants that: (i) the Services shall materially perform as set forth in any descriptions or specifications provided by The Boring Lab to you, and (ii) the Services will not infringe the intellectual property rights of third parties.
9. Indemnity
a.You agree to defend, indemnify and hold harmless The Boring Lab and its subsidiaries, agents, The Boring Labs, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (“Losses”) arising from: (i) your use of and access to the Services, including any Client Materials transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights,; (iv) your violation of any applicable law, rule or regulation associated with this Agreement; (v) any Client Materials or content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s unauthorized access and use of the Services with your unique username, password or other appropriate security code.
b.Company agrees to defend, indemnify and hold you harmless from third party claims arising out of claims that the Services infringe the intellectual property rights of third parties or Company’s willful misconduct. If the Services become the subject of an intellectual property infringement claim, The Boring Lab may, at its sole option, (a) procure for you a license to continue using the Services in accordance with this Agreement; (b) replace or modify the allegedly infringing portion of the Services to avoid the infringement. This section sets forth your sole remedy in the event of any third-party infringement claim regarding the Services.
10. No Warranty
a.Except for the exceptions provided in the Indemnity section above, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION CONTAINED THEREIN. NO WARRANTIES OF ANY KIND ARE MADE, WHETHER EXPRESS OR IMPLIED.
b.COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF SUCH THIRD-PARTY PRODUCTS OR SERVICES.
c.WITH THE EXCEPTION OF CIRCUMSTANCES INVOLVING MATERIAL BREACH OF THIS AGREEMENT, UPON THE PROVISION OF REASONABLE NOTICE, COMPANY MAY ALTER, SUSPEND, ADD TO, OR DISCONTINUE THE SERVICES IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON, WITHOUT COST. IN THAT CIRCUMSTANCE, COMPANY ASSUMES NO RESPONSIBILITY FOR YOUR ABILITY TO (OR ANY COSTS OR FEES ASSOCIATED WITH YOUR ABILITY TO) OBTAIN ACCESS TO THE SERVICES. COMPANY DOES NOT ASSUME ANY LIABILITY FOR THE FAILURE TO STORE OR MAINTAIN ANY CLIENT MATERIALS, COMMUNICATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS.
d.YOU AGREE THAT COMPANY HAS MADE NO AGREEMENTS, REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT NO FUTURE AGREEMENT, REPRESENTATION OR WARRANTY OF COMPANY WITH REGARD TO SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE EFFECTIVE UNLESS EXPRESSLY STATED IN AN AMENDMENT TO THIS AGREEMENT SIGNED BY BOTH PARTIES.
e.THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Limitation of Liability
a.Except for the exceptions provided in the Indemnity section above, IF YOU ARE DISSATISFIED WITH THE SERVICES, OR ANY MATERIALS, OR PRODUCTS THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE BORING LAB, ITS AFFILIATES, AGENTS, DIRECTORS OR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF EITHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.
b.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF CLIENT. YOU ACKNOWLEDGE AND AGREE THAT THE FEES AND OTHER CHARGES WHICH COMPANY IS CHARGING UNDER THIS AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY COMPANY OF THE RISK OF YOUR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT DAMAGES. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR THE BORING LABS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER OR $100,000.00, WHICHEVER IS GREATER
c.SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. Governing Law, Arbitration, and Class Action / Jury Trial Waiver
a.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, United States of America. You consent and agree that the state and federal courts of California shall have personal jurisdiction over you, as well as subject matter jurisdiction with respect to any provision of this Agreement, and shall be the exclusive forums for any litigation arising out of or relating to this Agreement. You also agree to and hereby waive your rights to a trial by jury and agree to accept service of process by mail.
b.Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at
support@theboringlab.com and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at
https://jamsadr.com. The arbitration will be conducted in Los Angeles, California, unless you and Company agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed to prevent Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
c.The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims and may not preside over any form of a representative or class proceeding and JAMS may not order a class arbitration. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.
d.Expenses and Attorneys’ Fees. In the event any action is brought to enforce any provision of the Agreement or to declare a breach of the Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.
13. Confidential Information
a.Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with this Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
b.The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with this Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
c.The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
14. DMCA Notice
a.We respect the intellectual property rights of others, and we prohibit the uploading, posting, transmitting, sharing, or otherwise making available any material that violates another party's intellectual property rights. When we receive proper notification of alleged copyright infringement, we may promptly remove or disable access to any allegedly infringing material and may terminate any Account of any repeat infringer, in accordance with the Digital Millennium Copyright Act ("DMCA"). If you believe that your own copyrighted work is accessible on the Services or any service in violation of your copyright, then
b.You may provide our designated agent with a written communication as set forth in the DMCA, 17 U.S.C. Sec. 512(c)(3) that contains substantially the following information:
•Identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed, so that we can locate the material.
•Provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.
•Include a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
•Include a statement by you that the information contained in your notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner's behalf.
c.Include your name, mailing address, telephone number, and email address. You may submit your notification of alleged Copyright Infringement by sending an email to our designated agent at
support@theboringlab.com.
15. General
a.Independent Contractor. The parties to the Agreement are independent contractors and nothing in the Agreement shall be deemed to make either party an agent, employee, or partner of the other party. Neither party shall have any authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
b.Jurisdictional Issues. The Services are controlled and operated from facilities in the United States. Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
c.Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned but may be assigned by Company without restriction, so long as the assignee has assumed all of the obligations of the Company under this Agreement. Company agrees to provide you with reasonable notice in advance of any assignments of the rights and licenses granted under this Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void.
d.Notification Procedures and Changes to the Agreement. Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement. Company is not responsible for any automatic filtering you or your network we may apply to email notifications we send to the email address you provide us. Company may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Services after any such change constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Services.
e.Electronic Communications. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
f.If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
g.Entire Agreement / Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Company in connection with the Services, shall constitute the entire agreement between you and Company concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
h.No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
i.Interpretation. Section headings are for reference only, and shall not be construed as substantive parts of this Agreement. Each capitalized term used in this Agreement (including any schedule or exhibit of this Agreement) shall have the meaning attributed to it in any part of this Agreement (including any such schedules or exhibits).
j.Force Majeure. Neither party shall be liable to the other party for any delay or failure of said party to perform its obligations hereunder (except for payment obligations) if such delay or failure arises from any cause or causes beyond the reasonable control of such party. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by either party in providing required resources or support or performing any other requirements hereunder.
Contact Us: If you have any questions about this Agreement, please contact us at support@theboringlab.com.
ADDENDUM “A” – CLOUD-BASED SERVICES
THIS ADDENDUM TO THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE CLOUD- BASED SERVICES PROVIDED BY THE BORING LAB.
“CLOUD-BASED SERVICES”, AS USED HEREIN, INCLUDE, WITHOUT LIMITATION, THE ABILITY TO ACCESS, MONITOR, AND MANAGE YOUR VMS REMOTELY USING WEB TECHNOLOGIES.
BY CHECKING A BOX INDICATING YOUR ACCEPTANCE (AS PART OF ACCESSING THE CLOUD- BASED SERVICES) OR USING THE CLOUD-BASED SERVICES IN WHOLE OR IN PART, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN, AS WELL AS THOSE IN THE EULA AND THE BORING LAB’S PRIVACY POLICY, BOTH OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.
IF YOU DISAGREE, YOU DO NOT HAVE THE RIGHT TO USE THE SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY.
1. Right to Use Cloud-Based Services
Subject to Your compliance with all terms and conditions of this Addendum (including payment of all applicable fees), and subject to the limitations stated herein, The Boring Lab will deliver and make the Cloud-Based Services available to You. You will be required to create an account and maintain a subscription with The Boring Lab to access and use the Cloud-Based Services.
2. Service Availability
The Boring Lab will use commercially reasonable efforts to ensure that the Cloud-Based Services are available to you at least 99.9% of the time during any calendar month except for (a) planned downtime (for which reasonable notice will be provided); (b) emergency downtime; and (c) any unavailability caused by circumstances beyond our reasonable control. Company reserves the right to modify the Services from time to time and makes no guarantees as to the continuous availability of any specific feature(s) or functionality(ies) of the Services.
3. Data and Data Protection
The Boring Lab may collect data derived from Your use of the Cloud-Based Services for development, benchmarking, and marketing, and for analyses of the performance of the Cloud- Based Services. Any data collected that includes Client information shall be kept confidential subject to the requirements of this Agreement. The Boring Lab will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of customer data. Such safeguards will include, but will not be limited to, measures designed to protect against the unauthorized access to or disclosure of customer data.
4. Limited Warranty for Cloud-Based Services
The Boring Lab warrants that the Cloud-Based Services shall substantially perform as described by documentation provided by The Boring Lab, and when the Cloud-Based Services are used in accordance with the terms of this Agreement. Support services will be rendered with due care, skill and ability, and in accordance with recognized standards of industry practice.
The Boring Lab does not warrant any specifications other than those set out in documentation provided by the Boring Lab, including, without limitation, statements made in presentations of the Cloud- Based Services. You acknowledge and are aware that, in accordance with the current state of technology, the Cloud-Based Services cannot be fully error-free, or operate entirely without interruption.
The Boring Lab does not warrant against problems caused by Your use of the Cloud-Based Services with any third-party software, misuse, improper testing, unauthorized attempts to repair, modifications or customizations to the Cloud-Based Services by You or any other cause beyond the range of the intended use of the Cloud-Based Services.
The Boring Lab does not warrant against any service interruption or other breach associated with any Malware, data breaches and data losses which could not have been avoided by adequate, state-of-the art security in accordance with Our then-current security infrastructure. The Boring Lab does not warrant that the Cloud Service will achieve Your intended results, nor that the Cloud Service has been developed to meet Your individual requirements.
5. Accounts
i.In order to use the Services, you will be required to create an account and provide accurate, current and complete information in connection with your use of the Services (“Account“). You agree to maintain and promptly update your Account information as necessary to maintain its accuracy. Company reserves the right to suspend upon prior written notification access to and use of the Services, or any portion thereof, on the basis of inaccurate or incomplete Account information.
ii.Your Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Company Account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
iii.You are solely responsible for all activity that occurs when the Services are accessed through your Account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. Company will not be liable for any losses or damages arising from your failure to protect your password or Account information and/or caused by any unauthorized use of your Account.
iv.You may control your Account and how you interact with the Services by changing the settings in your Account. By setting up an Account, you consent to our using your email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Account settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
ADDENDUM “B” – AI FEATURES
These AI Supplemental Terms ("Supplemental Terms") are a part of that certain End User License Agreement and Terms of Service ("Agreement") between Company and Client dated July 10, 2026. These Supplemental Terms apply to the AI Features (as defined herein) provided as part of the Services. Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between these Supplemental Terms and any other terms in the Agreement, these Supplemental Terms control solely with respect to the AI Features.
1. Definitions
For purposes of these Supplemental Terms, the following terms have the meanings set out below. Capitalized terms used but not defined in these Supplemental Terms shall have the meanings set out in the Agreement.
"AI Client Input" means information, data, materials, text, prompts, images, works, code, or other content that is input, uploaded, or submitted by or on behalf of Client or any other Authorized User to or through an AI Feature, including for purposes of creating Client Customizations.
"AI Client Output" means information, data, materials, text, images, code, works, or other content that is generated by or otherwise output from an AI Feature in response to an AI Client Input.
"AI Feature" means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology. An AI Feature is a Service for purposes of the Agreement. AI Features include AI-assisted analysis of images from your video management system (“VMS”) to identify anomalies, quality issues, or health indicators (referred to as “Image Health Analysis”) and AI-assisted analysis of system telemetry and operational data to surface health indicators and patterns (called “System Health Data Analysis”).
"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment, in each case capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts. AI Technology may include Microsoft Azure AI Services, operated by Microsoft Corporation.
"Client Customizations" means modifications, enhancements, refinements, adaptations, customizations, and derivative works of the AI Features created or developed by Client or its Authorized Users through fine-tuning, grounding, or similar methods described in the Documentation.
"Training Data" means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of Company to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of the AI Features.
2. Client Responsibilities
2.1Additional Use Restrictions. In addition to the use restrictions set out in Section 1.c.i. of the Agreement, Client shall not, directly or indirectly, and shall not permit any Authorized Users to: (a) access or use the AI Features or any AI Client Output to develop, train, or improve any other AI Technology; (b) use web scraping, web harvesting, web data extraction, or any other method to extract data from the AI Features or any AI Client Output; (c) reproduce Training Data, other than Client Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the AI Features, in whole or in part; or (d) use the AI Features to create or generate AI Client Output or use AI Client Output in a manner that Client knows or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person or violates any applicable Law; or (e) input or otherwise Process any Personal Information through the AI Features.
2.2AI Acceptable Use Policy; Company Policies. Client and its Authorized Users shall comply with the AI AUP, which are hereby incorporated herein by reference.
2.3Third-Party AI Technology. The AI Features may include or incorporate third-party AI Technology such as foundation models ("Third-Party AI Technology"). Third-Party AI Technology is considered Third-Party Material for purposes of the Agreement. Third-Party AI Technology may be subject to additional or different terms as described in the service-specific terms. Client shall comply, and ensure that Authorized Users comply, with all such third-party terms, as such terms may be updated, modified, or added from time to time. Data transmitted to Microsoft Azure AI Services is processed in accordance with Microsoft's applicable service terms.
2.4Compliance with Laws. Client and its Authorized Users shall comply with all laws, rules, and regulations applicable to their access and use of the AI Features and generation, use, and distribution of AI Client Output.
2.5Use of AI Features and AI Client Output. Client is solely responsible for: (a) evaluating suitability of the AI Features for Client's intended use; (b) Client's and its Authorized Users' use and operation of the AI Features in accordance with relevant standards, including ensuring human oversight and monitoring; (c) evaluating (including by human review) AI Client Output for accuracy, completeness, and other factors relevant to Client's use before using, distributing, or relying on the AI Client Output; and (d) Client's decisions, actions, and omissions in reliance or based on the AI Client Output. AI Client Output is informational and intended to support, not replace human judgment and review. AI Features may produce inaccurate, incomplete, or unexpected results; isolated errors are a normal characteristic of AI Technology and do not constitute a service failure. Client is solely responsible for any decisions made in reliance on AI Client Output.
2.6Image Health Analysis. For the purpose of image health analysis, point-in-time images from your VMS installation are transmitted to Microsoft Azure AI Services for analysis. You acknowledge that:
(a)Images are stored on your own servers and are not stored by The Boring Lab in the cloud
(b)Images are submitted transiently for analysis only and are discarded by The Boring Lab immediately after processing
(c)Only the resulting health metadata and analysis output is retained by The Boring Lab, not the underlying image
(d)Images from VMS installations may incidentally capture individuals within the camera field of view. The Boring Lab does not control the content of images captured by your VMS and does not use any individuals appearing in images for identification or any purpose other than image health analysis.
(e)You are responsible for ensuring that your use of the image health analysis feature complies with applicable privacy and data protection laws governing the processing of images from your VMS installation, including any obligations you may have toward individuals who may appear in those images.
3. Intellectual Property Rights
3.1Ownership of AI Client Input and AI Client Output. As between Client and Company, to the extent permitted by applicable Law, Client owns all right, title, and interest in and to all AI Client Input and AI Client Output, including all Intellectual Property Rights relating thereto, and Company hereby assigns, transfers, and otherwise conveys to Client its right, title, and interest, if any, in and to all AI Client Output, subject to: (a) Section 2 of the Agreement with respect to Company Content or third-party materials in AI Client Output; and (b) the license granted in Section 1.b.i. of the Agreement.
3.2Company Use of AI Client Input and AI Client Output. Client hereby grants Company a royalty-free, fully paid-up, non-exclusive, transferable, and sublicensable license, to process the AI Client Input and AI Client Output as may be necessary for Company to provide the Services to Client.
3.3Client Customizations. Client Customizations are Company Content. Client hereby assigns, transfers, and otherwise conveys to Company its right, title, and interest, if any, in and to all Client Customizations. Following expiration or termination of the Agreement, Company may permanently delete Client Customizations from all systems Company controls, unless otherwise required by applicable Law.
3.4Client Warranties. Client represents, warrants, and covenants that: (a) Client has and will maintain all necessary rights and permissions required to enter or submit AI Client Input to or through the AI Features, including for the purposes of (i) generating AI Client Output in response to such AI Client Input and (ii) creating Client Customizations, so that, as Processed in accordance with the Agreement, it does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights, of any third party or violate any applicable Law; and (b) no AI Client Input contains or will contain any personal information, unless Client has obtained all necessary consents and such disclosure complies with all applicable laws, regulations, and third-party agreements.
3.5Disclaimer of Company Warranties. AI CLIENT OUTPUT IS PROVIDED "AS IS," AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CLIENT ACKNOWLEDGES THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI CLIENT OUTPUT: (A) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE; (B) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CLIENTS; (C) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION; (D) MAY BE SUBJECT TO THIRD-PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES; AND (E) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, COMPANY'S AND THIRD-PARTY COMPANYS' VIEWS. COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING CLIENT CUSTOMIZATIONS.
4. Suspension or Termination
In addition to Company's rights under Sections 1.c.iii, 1.c.iv, and 4.b. of the Agreement, Company may suspend or terminate Client's or any Authorized User's access to or use of all or any part of the AI Features or Client Customizations, without incurring any resulting obligation or liability, if Company believes, in its sole discretion, that such suspension or termination is necessary or required.
5. Indemnification
5.1Exclusions to Infringement Indemnification by Company. Company's indemnification obligations under Section 9.b. of the Agreement will not apply to the extent that any such Action arises from Training Data or AI Client Output.
5.2Indemnification by Client. Client shall indemnify, hold harmless, and, at Company's option, defend Company and its officers, directors, employees, agents, Affiliates, successors, and assigns from and against any and all Losses resulting from any Action by a third party: (a) alleging that the AI Client Input or other Client Data, processing, or any other use thereof in accordance with this Agreement infringes or misappropriates such third party's Intellectual Property Rights or other rights; (b) based on Client's or any authorized user’s violation of these Supplemental Terms or the AI AUP or applicable Laws; or (c) based on Client Customizations; provided that Client may not settle any Action against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Action or to participate in the defense thereof by counsel of its own choice.
