WEBSITE TERMS OF USE

VERSION 1.0

LAST REVISED ON: 20 MARCH 2024

 

The website located at https://www.boundary-ai.com (the “Site”) is a copyrighted work belonging to BoundaryAi

Inc. (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines,

terms, or rules, which will be posted on the Site in connection with such features. All such additional terms,

guidelines, and rules are incorporated by reference into these Terms.

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND

CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU

ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU

REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY,

AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT

YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE

NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE

TERMS, DO NOT ACCESS AND/OR USE THE SITE.

PLEASE BE AWARE THAT SECTION 10.2 CONTAINS PROVISIONS GOVERNING HOW TO

RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 10.2

INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS,

THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL

ARBITRATION. SECTION 10.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

PLEASE READ SECTION 10.2 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL

ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON

AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR

REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE

IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING

YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND

TO HAVE A JURY TRIAL.

1. ACCOUNTS

1.1 Account Creation. In order to use certain features of the Site, you must register for an account

(“Account”) and provide certain information about yourself as prompted by the account registration form. You

represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will

maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following

the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 8.

1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login

information and are fully responsible for all activities that occur under your Account. You agree to immediately

notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of

security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the

above requirements.

2. ACCESS TO THE SITE

2.1 License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable,

limited license to use and access the Site solely for your own personal, noncommercial use.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a)

you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site,

whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works

 

of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to

build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the

Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form

or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site

shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed

on the Site) must be retained on all copies thereof.

2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in

whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third

party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to

provide you with any support or maintenance in connection with the Site.

2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that

all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its

content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site) transfers

to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited

access rights expressly set forth in Section 2.1 . Company and its suppliers reserve all rights not granted in these

Terms. There are no implied licenses granted under these Terms.

2.6 Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”),

you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and

fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any

Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to

Company any information or ideas that you consider to be confidential or proprietary.

3. USER CONTENT

3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses

with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You

assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or

usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You

hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section

3.3 ). You may not represent or imply to others that your User Content is in any way provided, sponsored or

endorsed by Company. Since you alone are responsible for your User Content, you may expose yourself to liability

if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any

User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible

for creating and maintaining your own backup copies of your User Content if you desire.

3.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an

irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display

and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User

Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in

the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights

or attribution with respect to your User Content.

3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that

violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right,

right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive,

tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading,

trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any

 

kind against any group or individual or is otherwise objectionable, (iii) that is harmful to minors in any way, or (iv)

that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses,

worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site

unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or

any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to

harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without

their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or

violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site

(or to other computer systems or networks connected to or used together with the Site), whether through password

mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use

software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches,

requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally

grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site

for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the

materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.4 Enforcement. We reserve the right (but have no obligation) to review, refuse and/or remove any User

Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if

you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or

any other person. Such action may include removing or modifying your User Content, terminating your Account in

accordance with Section 8 , and/or reporting you to law enforcement authorities.

4. INDEMNIFICATION. You agree to indemnify and hold Company (and its officers, employees, and agents)

harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising

out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations

or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control

of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these

claims. You agree not to settle any matter without the prior written consent of Company. Company will use

reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5. THIRD-PARTY LINKS & ADS; OTHER USERS

5.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display

advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not

under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company

provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve,

monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-

Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When

you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the

third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or

appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2 Other Users. Each Site user is solely responsible for any and all of its own User Content. Since we do not

control User Content, you acknowledge and agree that we are not responsible for any User Content, whether

provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness,

or quality of any User Content. Your interactions with other Site users are solely between you and such users. You

agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If

there is a dispute between you and any Site user, we are under no obligation to become involved.

5.3 Release. You hereby release and forever discharge Company (and our officers, employees, agents,

successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute,

claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature

(including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or

that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users

 

or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE

CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING

PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

6. DISCLAIMERS

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY

DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY,

INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,

QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE

SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE

BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF

APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN

DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT

APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO

THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR

SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA,

COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL,

EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO

THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT

YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE

TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE

CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR

RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF

THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS. THE

EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR

SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE

TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR

INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY

NOT APPLY TO YOU.

8. TERM AND TERMINATION. Subject to this Section, these Terms will remain in full force and effect while

you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for

any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of

your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You

understand that any termination of your Account may involve deletion of your User Content associated with your

Account from our live databases. Company will not have any liability whatsoever to you for any termination of

your rights under these Terms, including for termination of your Account or deletion of your User Content. Even

after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect:

Sections 2.2 through 2.6 , Section 3 and Sections 4 through 10.

9. COPYRIGHT POLICY.

 

Company respects the intellectual property of others and asks that users of our Site do the same. In connection with

our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any

infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat

infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the

use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material

removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) in your

1. your physical or electronic signature;

2. identification of the copyrighted work(s) that you claim to have been infringed;

3. identification of the material on our services that you claim is infringing and that you request us to remove;

4. sufficient information to permit us to locate such material;

5. your address, telephone number, and e-mail address;

6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the

copyright owner, its agent, or under the law; and

7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are

either the owner of the copyright that has allegedly been infringed or that you are authorized to act on

behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written

notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees

incurred by us in connection with the written notification and allegation of copyright infringement.

10. GENERAL

10.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may

notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently

posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail

address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not

capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will

nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following

notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the

terms and conditions of such changes.

10.2 Dispute Resolution. Please read the following arbitration agreement in this Section (the “Arbitration

Agreement”) carefully.  It requires you to arbitrate disputes with Company, its parent companies, subsidiaries,

affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives

(collectively, the “Company Parties”) and limits the manner in which you can seek relief from the Company

Parties. 

(a) Applicability of Arbitration Agreement. You agree that any dispute between you and any of the

Company Parties relating in any way to the Site, the services offered on the Site (the “Services”) or these Terms

will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert

individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an

individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement

or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets,

copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these

Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to

these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration

Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such

agencies can, if the law allows, seek relief against the Company Parties on your behalf. For purposes of this

Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the

existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of

these Terms.

(b) Informal Dispute Resolution. There might be instances when a Dispute arises between you and Company.

If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company

agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial

 

outcome. You and Company therefore agree that before either party commences arbitration against the other (or

initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or

via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement

(“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in

the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal

Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such

Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an

Informal Dispute Resolution Conference should be sent by email to: info@boundary-ai.com, or by regular mail to

651 N Broad St, Suite 201, Middletown, Delaware 19709. The Notice must include: (1) your name, telephone

number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone

number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held

each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users

in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same

Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice

and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties

from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal

Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing

arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the

Informal Dispute Resolution Conference process required by this section.

(c) Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and

notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration

Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any

arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily

within 60 days after receipt of your Notice, you and Company agree that either party shall have the right to finally

resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and

enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative

dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under

$250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the

Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/;

all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and

Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available

at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide

the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone

number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable)

as well as the email address associated with any applicable account; (2) a statement of the legal claims being

asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith

calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the

Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any

necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name,

telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the

Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry

reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to

harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and

other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or

reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary

support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further

investigation or discovery.

 

Unless you and Company otherwise agree, or the Batch Arbitration process discussed in Subsection 10.2(h) is

triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator

may direct a limited and reasonable exchange of information between the parties, consistent with the expedited

nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.

Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.

You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be

kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business

advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the

arbitration proceedings confidential.

(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to

arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability,

enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for

the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-

Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other

Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of

Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction

and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all

Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by

an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be

decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version

of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an

arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other

cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall

have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the

authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual

party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The

arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on

which any award (or decision not to render an award) is based, including the calculation of any damages awarded.

The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us.

Judgment on the arbitration award may be entered in any court having jurisdiction.

(e) Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 10.2(A) YOU AND THE COMPANY

PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT

AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing

that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement,

except as specified in Section 10.2(a) above. An arbitrator can award on an individual basis the same damages and

relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration,

and court review of an arbitration award is subject to very limited review. 

(f) Waiver of Class or Other Non-Individualized Relief.  YOU AND COMPANY AGREE THAT,

EXCEPT AS SPECIFIED IN SUBSECTION 10.2(H) EACH OF US MAY BRING CLAIMS AGAINST THE

OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR

COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE

BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE,

REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND

DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR

CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration

Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking

relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this

paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 10.2(h) entitled “Batch

Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means

of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of

Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief

(such as a request for public injunctive relief), you and Company agree that that particular claim or request for

 

relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated

in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in

small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement

of claims.

(g) Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless

the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was

brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the

party that obtains an order compelling arbitration in such action shall have the right to collect from the other party

its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order

compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any

condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their

reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

(h) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and

Company agree that in the event that there are 100 or more individual Requests of a substantially similar nature

filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within

a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in

batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching

described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and

(3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and

administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined

by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event

or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the

parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and

the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process

(“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative

Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve

any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Company.

You and Company agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process

including the payment of single filing and administrative fees for batches of Requests, as well as any steps to

minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to

assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the

arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass

arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances,

except as expressly set forth in this provision.

(i) 30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement

by sending a timely written notice of your decision to opt out to the following address: 651 N Broad St, Suite 201,

Middletown, Delaware 19709, or email to info@boundary-ai.com, within 30 days after first becoming subject to

this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to

opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms

will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration

agreements that you may currently have with us, or may enter into in the future with us.

(j) Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-

Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or

unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the

remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute

that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the

 

applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree

that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of

limitation would apply in the applicable court of competent jurisdiction.

(k) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Company

makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such

change becoming effective by writing Company at the following address: 651 N Broad St, Suite 201, Middletown,

Delaware 19709, or email to info@boundary-ai.com. Unless you reject the change within 30 days of such change

becoming effective by writing to Company in accordance with the foregoing, your continued use of the Site and/or

Services, including the acceptance of products and services offered on the Site following the posting of changes to

this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration

Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have

previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or

update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising

out of or relating in any way to your access to or use of the Services or of the Site, any communications you

receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this

Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these

Terms) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration

Agreement that you made to a prior version of these Terms. 

10.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import

regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical

data acquired from Company, or any products utilizing such data, in violation of the United States export laws or

regulations.

10.4 Disclosures. Company is located at the address in Section 10.8. If you are a California resident, you may

report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California

Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by

telephone at (800) 952-5210.

10.5 Electronic Communications. The communications between you and Company use electronic means,

whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you

via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic

form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that

Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it

were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the

Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such

right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect.

The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held

to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or

unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent

permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent

or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted,

delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment,

subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign

these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

10.7 Copyright/Trademark Information. Copyright © 2024 BoundaryAi Inc. All rights reserved. All

trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third

parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party

which may own the Marks.

10.8 Contact Information:

 

Hippolyte Lapierre

Address:

651 N Broad St, Suite 201

Middletown, Delaware 19709

Telephone: (424)2887588

Email: info@boundary-ai.com