1. Contents and formation of the Agreement

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (EULA) shall regulate the legal relationship between Parking BOXX Corp. (“BOXX”) and its customers (“Customer”) in respect of the provision of a standard software and the rendering of associated services. According to the product description, the software provided by BOXX for REMOTE HELP allows for the remote access and maintenance of computers and for holding online meetings and shall be installed on the Customer’s computers (“Software”). In addition, BOXX provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). The use of BOXX Remote Management requires in any event a free full version of BOXX. Customers of BOXX Remote Management may use the free version of the BOXX license for the purpose of using BOXX Remote Management. In so doing, the Customer must accept the EULA of the full version of BOXX. The use of BOXX Remote Management and of its modules therefore shall require acceptance of the provisions of this EULA as well as the EULA of the full version of BOXX. 

1.2. Formation and contents of the Agreement.

A contract for valuable consideration pursuant to the present EULA shall be formed if (i) the Customer goes through the web-based order process on the BOXX Remote Management website (https://remotehelp.ParkingBOXX.com/), ultimately clicking the “Accept” button, or if (ii) the Customer and BOXX sign a written order form, or if (iii) the Customer orders by phone or on-line. Details about the Agreement (e.g. selected software, range of functions, term) shall follow from the options selected by the Customer and the information by BOXX during the order process or on the order form or in the order confirmation e-mail (hereinafter together “Order”, these EULA and the Order hereinafter together “Agreement”).

1.3. No deviating regulations.

The application of provisions different from or in excess to these EULA shall be excluded. This shall apply in particular to the Customer’s general terms and conditions, even if BOXX accepts an Order from the Customer, in which the Customer refers to its general terms and conditions and/or if they are attached to a contractual document of the Customer and if BOXX does not object.

2. Performance specifications and Software activation

2.1. Performance specification.

Individual functionalities of BOXX services depend on third-party products and services, which may change. This may require BOXX to adapt or limit its services accordingly.

2.2. Provision and activation.

BOXX shall provide the Software for online retrieval (download) by the Customer. BOXX shall in particular not warrant that the specifications contained in our Software, including its modules, meet the Customer’s needs, that the Software, including its modules can be operated without interruptions or faults. 

3. Rights of use to the Software

3.1. Non-exclusive right of use.

BOXX herewith grants the Customer the non-exclusive, worldwide (pursuant to applicable export control regulations; unless, the Customer in the order process is explicitly granted a right of use restricted to a specific territory), temporary, non-transferable and non-sublicensable right to install, run and use the Software on computers to the extent of the scope of use specified in the Order and the present EULA.

3.2. Term of use.

The rights of use granted under this Agreement shall be limited to the term of the Agreement (see clause 11).

3.3 Scope of use.

The scope of the granted rights and the permitted scope of use (e.g. number of end points and storage capacity) shall follow from the order and this EULA. The Customer may use the Software only in accordance with his services and products purchased from BOXX. 

3.4. Source code.

The granted rights of use shall not comprise any rights to the Software’s source code.

3.5. Reservation of rights.

Inter partes, BOXX shall retain any and all rights and claims to the Software (and to the Software updates provided by BOXX) as well as to any copies, modifications, and derived versions of the Software, including without limitation any and all patent and copyrights, rights to business secrets and trademarks as well as any other protective or intellectual property rights.

4. Server services and other services by BOXX

4.1 Server services.

To establish encrypted telecommunications connections between different users of the Software, the Software first has to communicate with BOXX servers (so-called “handshake”). In addition, the transmission of data in the context of a section (e.g. online meeting or remote maintenance) may require that encrypted data packages are forwarded by BOXX servers (so-called “routing”).

(i) Subject matter. BOXX is willing to provide the Customer with the relevant server services. In so doing it is not possible to rule out that the server services might be interrupted due to technical difficulties. The Internet connection between the Customer and the data center and the relevant required hardware and software (e.g. PC, operating system) shall not constitute part of BOXX’s services. The resulting costs shall be borne by the Customer.

(ii) Term. In case of subscriptions, the provision of server services may be limited to the term of the Agreement.

4.2. Installation, setup.

The Customer shall install and configure the Software himself..

4.3. Support.

BOXX shall owe support only to the extent that this has been explicitly stipulated. Any additional provided support may be modified or terminated by BOXX at any time. The Customer’s statutory warranty claims shall remain unaffected. If compensation has been stipulated for support services, such compensation shall not relate to satisfaction of the Customer’s statutory warranty claims.

4.4. Minor updates.

BOXX may at its own discretion provide free minor Software updates for download. Minor updates shall be identified by BOXX by changing the digit after the main version number (e.g. version XX.1, XX.2). Minor updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations). There shall be no duty to provide minor updates. The Customer’s warranty claims shall remain unaffected. The Customer may be required at his own expense to input the respective current Software update of the main version used by him. 

4.5. Changes to services.

BOXX may modify the Software as part of updates and server services (including system requirements) at any time for any reason. 

5. Customer’s duties and obligations

5.1 Lawful use.

The Customer shall use the Software and the server services only within the context of the provisions of this Agreement and pursuant to applicable statutory provisions and shall not infringe any third-party rights when using the above. 

5.2. System requirements.

The requirements of the Customer’s software and hardware are set forth in the user manuals and in the performance specification (see Addendum 1). Before using the Software, the Customer shall familiarize himself with the system requirements and shall use the Software in line with them.

6. Confidentiality and data protection

6.1 Confidentiality.

The products offered for acquisition, including the Software and any and all manuals and documentation provided by BOXX comprise essential components (e.g. algorithms and logic), which constitute confidential information and business secrets and which are deemed confidential information of BOXX. The Customer shall not disclose any confidential information of BOXX to third parties and shall use confidential information of BOXX only in accordance with this Agreement.

6.2. Data protection.

BOXX strictly complies with applicable data protection laws. BOXX shall collect, process, and use Customer data for execution and implementation of the contractual relationship with the Customer, including without limitation for the successful establishment of Internet-based connections. Customer data shall not be disclosed to third-party advertisers without prior approval. Non-personal or anonymous data may be collected automatically in order to improve functionality and handling of the products. The Customer acknowledges and agrees that the collected non-personal or anonymous data may be transmitted for processing to any branches, subsidiaries or affiliates worldwide. For a detailed description regarding collection, processing, and use of personal data by BOXX refer to the Privacy Statement under https://parkingboxx.com/privacy.

7. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, BOXX SHALL UNDER NO CIRCUMSTANCES BE LIABLE VIS-À-VIS THE CUSTOMER FOR (i) THE COSTS OF ACQUIRING REPLACEMENT GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOST REVENUES, LOST ORDERS, LOST GOODWILL, OR THE FAILURE TO REALIZE EXPECTED SAVINGS OR THE LOSS OF WORKING TIME OF MANAGEMENT OR STAFF, OR (ii) SPECIAL, INCIDENTAL, OR INDIRECT DAMAGE OCCURRING DIRECTLY OR INDIRECTLY DUE TO THIS AGREEMENT, EVEN IF BOXX OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES WERE NOTIFIED ABOUT THE POSSIBILITY THAT SUCH DAMAGE MIGHT OCCUR. THE LIABILITY OF BOXX SHALL UNDER NO CIRCUMSTANCES EXCEED THE CHARGES, WHICH HAVE IN FACT BEEN PAID BY THE CUSTOMER WITHIN A PERIOD OF SIX (6) MONTHS FOR THE SOFTWARE OR SERVICE PRIOR TO OCCURRENCE OF THE EVENT GIVING RISE TO THE DAMAGE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF BOXX VIS-À-VIS THE CUSTOMER FOR CULPABLY CAUSING DEATH OR BODILY INJURY OR ANY OTHER LIABILITY, WHERE EXCLUSION OR LIMITATION IS PROHIBITED BY LAW. THE EXCLUSIONS OR LIMITATIONS OF LIABILITY STIPULATED IN THIS EULA SHALL APPLY REGARDLESS OF WHETHER OR NOT THE CUSTOMER ACCEPTS THE SOFTWARE, SERVICES, OR UPDATES.

8. Indemnification

8.1. Indemnification by the Customer.

The Customer undertakes to indemnify and hold BOXX, any affiliates, managing directors, directors, partners, contractors or licensors of BOXX harmless for and against any and all direct and indirect damage, costs, and expenses (including any and all attorneys’ fees and legal costs) which are incurred by BOXX because of complaints, claims, demands, penalty payments, or any other third-party procedures or regulatory charges, conditions, or penalty payments, and which are based on a breach of this EULA by the Customer or on any use of the Software in breach of the law or contrary to any duties.

8.2. Indemnification procedure.

BOXX shall notify the Customer in due time in writing about any complaints, demands, penalty payments or other third-party procedures or respectively, about any regulatory charges, conditions, or penalty payments. In such case, BOXX may decide at its own discretion if BOXX (i) will assume or procure legal representation or respectively, defense and if the Customer will bear the costs, or (ii) if it will assign legal representation or defense to the Customer. If BOXX assigns legal representation or respectively, defense to the Customer, the Customer shall at his own expense select an appropriately qualified lawyer and other representatives of his choice for legal representation. In any case, BOXX shall retain the right to enter into a settlement with the third party or to arrange for other compensation. The above shall apply even if BOXX has assigned legal representation or respectively, defense to the Customer. The Customer shall be obligated to indemnify and hold BOXX harmless, irrespective of whether or not BOXX has settled with the third party and regardless of the decision made by BOXX pursuant to this clause.

9. User fee, price changes, and default in payment

9.1. User fee.

For the rights of use to the Software and the provisions of the server services during the term of the Agreement, the Customer shall owe BOXX the warranty, extended warranty or other recurring user fee set forth in the Order, unless the Order specifies use free of charge.

9.2. Due date.

Unless otherwise specified in the Order, the user fee shall be due upon invoicing.

9.3. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to BOXX pursuant to the stipulated payment terms. Prices shall in principle not include any sales, excise, value added or any other tax (including applicable withholding tax); you shall be responsible for paying tax. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

10. Warranty for defects

10.1. Warranty, no guarantee.

BOXX undertakes to ensure that during the term of a subscription, the Software as well as the server services shall in every material respect comply with the respective product description. However, BOXX shall under no circumstances vouch to be able to remove any reported defects or that use of the Software and the server services will be uninterrupted or without any faults. BOXX shall furthermore not represent any properties or third-party services. In the event of a breach of any obligations under sentence 1, BOXX shall without additional costs for the Customer perform any subsequent improvements which are necessary for the Software and server services to comply with the assumed obligations. The Customer shall give BOXX adequate opportunity to remove any breach of duty and shall provide support for the removal of defects. However, in this regard, the claim to subsequent improvement shall be the Customer’s sole claim in the event of a breach of duty on the part of BOXX within the meaning of sentence 1. However, if BOXX after several attempts is unable to remove the defect of a Software or server service and if it therefore is unable to remove the breach of duty according to sentence 1, the Customer shall only be entitled to terminate the Agreement. In this case, BOXX shall compensate the Customer in advance for any amounts paid by the Customer to BOXX for the Software and server services for the remaining part of the term of the subscription. Any obligation on the part of BOXX about any kind of remedy in the event of defects resulting from accident, abuse, unauthorized repairs, modifications, or expansions or in case of improper use shall be excluded. THE ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE CLAIM ON THE PART OF THE CUSTOMER IN CASE OF ANY BREACH OF DUTY UNDER THIS PROVISION.

10.2. Maintenance obligation.

The obligation to maintain the Software shall not comprise adapting the Software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or a full version of BOXX, which BOXX no longer supports.

10.3. DISCLAIMER OF WARRANTY, GUARANTEE, LIABILITY.

TO THE EXTENT PERMITTED BY LAW, THE WARRANTY AND LIABILITY CLAIMS SET FORTH IN PARAGRAPH 10 ABOVE SHALL CONSTITUTE THE CUSTOMER’S EXCLUSIVE CLAIMS AND SHALL APPLY INSTEAD OF ANY OTHER EXPLICIT OR IMPLICIT CLAIMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED CLAIMS WITH A VIEW TO MARKETABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. BOXX SHALL NOT VOUCH FOR THE SOFTWARE OR THE SERVICES MEETING THE CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR THE SERVICES, INCLUDING THE SERVER SERVICES, WILL BE UNINTERRUPTED OR WITHOUT DEFECTS. THE CUSTOMER MAY HAVE OTHER RIGHTS, WHICH MAY VARY DEPENDING ON THE STATE OR COUNTRY.

11. Term and termination

11.1. Term and ordinary termination.

Unless otherwise specified in the Order, the following shall apply: the Agreement shall commence upon the earlier of software installation or system installation until the end of the warranty period, any extension thereof, or until customer requests to terminate the use of this software in writing. Further, the Agreement may be terminated for any reason by either party with 7 days’ notice (“Notice Period”).

11.2. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice legal@parkingboxx.com. BOXX may also terminate an Agreement by way of a corresponding notice in the Software.

11.3. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall no longer be entitled to Remote Support. 

12. General provisions

12.1. Applicable law, severability, waiver.

The contractual relationship between BOXX and the Customer shall be governed by the laws of the Province of Ontario, Canada. If a provision of this Agreement is found to be invalid or unenforceable as a whole or in part, the relevant provision shall be enforced to the extent permitted. The remaining provisions of the Agreement shall remain in force and effect. The waiver of asserting a breach of duty, including without limitation in case of default, shall not be deemed a waiver of asserting subsequent breaches of duty, in particular in the event of default.

12.2. Place of jurisdiction.

BOXX and the Customer shall unconditionally and irrevocably agree to the exclusive jurisdiction of the courts in County of Lambton, Ontario, Canada, for any processes, complaints, or litigation resulting from or in connection with this Agreement or the transactions contemplated in it. BOXX and the Customer herewith waive any objection to such courts for the purpose of conducting such processes, complaints, or litigation.

12.3. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by BOXX and shall have no legal effect, unless BOXX explicitly agrees to them in advance in writing.

Addendum 1: 

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Addendum 2: Details of the Data Processing

1. Object.

The object of the data processing arises from the EULA.

2. Duration.

The duration of the data processing shall depend on the term of the EULA.

3. Nature and Purpose of the Processing.

BOXX shall process all personal data solely for the purposes of enabling the use of the products and services provided under the EULA and according to documented instructions on behalf of the Customer.

4. Type of Personal Data.

The following types of personal data shall be processed:

4.1 Customer Information

4.1.1 Name of customer.

4.1.2 Contact information such as company name, job title, email, telephone and postal address.

4.1.3 Payment token – BOXX uses an external payment service provider and payments made in relation to an Account are identified through a token.

BOXX therefore does not collect or process personal data associated with bank or payment card details.

4.2 User Information.

Personally identifiable information collected and processed to enable product operation functionality ie remote connections, depends on the BOXX application used as summarised in Table 1.

Table 1 – Personal Information processed in Products

4.3 Mobile Applications also use location information as defined by the network provider.

4.4 Location is an approximate city derived from IP address, based on connection to Internet Service Provider.

4.5 If dial-in selected as audio option, telephone number displays to identify participant. If caller ID is blocked by caller, this displays “Anonymous”.

4.6 Session or Meeting recordings are stored on customer device or own network and not held by BOXX.

4.7 For users participating in remote connections using a webapp rather than native application a subset of the above applies.

4.8 BOXX Remote Management provides remote backup functionality. BOXX has no access to this content and its maintenance remains under the control of the customer.

5. Categories of Data Subjects.

The following categories of data subjects are affected by the processing:

5.1 Customers

A person identified as owning a product licence(s) or a person identified as primary contact within a commercial organisation owning a product licence(s)

5.2 Users

A person who uses a BOXX product.