Terms of Service

Effective as of April 1, 2013

PLEASE READ THESE TERMS OF USE AND CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.

Welcome to ChouxBox.com (the “Site”), a website owned and operated by CHOUXBOX Inc., a Delaware C-Corp. (“CHOUXBOX”, “we”, “us”, or “our”). Through the Site and our application for mobile devices (the “Application”), CHOUXBOX provides cost management services (collectively, the “Service”). These Terms of Service (the “Terms”) set forth the legally binding terms and conditions for all use of the Site, users of the Application, and to all users, registered or otherwise, of the Service (collectively, “visitors”, “users”, or “you”). Please read these terms carefully before using the Site, Application, or Service. Your use of the Site, Application, or Service constitutes your agreement to the Terms set forth herein. If you do not agree with any or all of the provisions of the Terms, you are not authorized to use the Site, Application, or Service.

Acceptance of Terms

By using and/or registering for the Service in any manner, including but not limited to visiting or browsing the Site, you agree to comply with and be legally bound by all of the Terms. If you do not agree to be bound by all the Terms, you are not authorized to use the Service in any manner. The Terms incorporate our Privacy Policy by reference Privacy Policy, and all other operating rules, policies and procedures that may be published from time to time, each of which is incorporated by reference and which may be updated or amended from time to time. In addition, some services offered through the Service may be subject to additional terms and conditions specified by us from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference. If you do not agree to any updated, amended, modified or additional terms for any service, you should discontinue your use of our Service. If you accept or agree to these terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

We may amend, update or change these Terms from time to time. If we make changes to the Terms, we will post the revised Terms here. If we make material changes to the Terms, we will notify you by an e-mail sent to the address specified in your Account (defined below) and/or by means of a notice on the Site and/or Application once the change has become effective. You are encouraged to review the Terms from time to time in the event changes have been made.

Your Account

You may browse the Site without an account, but as a condition to using the Application and/or Service, you must register for an account (the “Account”). When you register for an Account, you represent, warrant and covenant that: (a) all required registration information (including, but not limited to your name (the “User Name”), electronic mail address, and a password you will use to access the Service) that you submit is accurate, truthful, and complete; (b) you will maintain the accuracy of such information; (c) your use of the Service does not violate any applicable laws. You are responsible for maintaining the confidentiality of your Account information, and you agree that you are solely responsible for all activities that occur under your Account and for any breach of your obligations under these Terms. You agree to immediately notify CHOUXBOX of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the requirements of these Terms. You agree not to: (i) provide any false personal information to us or create any Account for anyone other than yourself without such person’s permission; (ii) use a User Name that is the name of another person with the intent to impersonate that person; (iii) use a User Name or Account that is subject to any rights of a person other than you without appropriate authorization; or (iv) use a User Name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful. We reserve the right to reclaim any User Name created by a user of the Service on behalf of businesses or individuals that hold legal claim or trademark on that username. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Service. The Service is not available to individuals who are younger than 13 years old. By accessing the Service, you represent and warrant that you are 18 or older or, if younger than 18, are at least 13 or older and have a parent’s or guardian’s permissions to access or use the Site or Service. We may, in our sole discretion, refuse to offer the Service to any person or entity and change eligibility criteria of the Service at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and your right to access the Service is revoked where these Terms, or use of the Service, is prohibited and, in such circumstances, you agree not to use or access the Service in any way.

Account Termination and Removal of Content

We reserve the right to monitor and review your Account and activity for compliance with these Terms. We, in our sole discretion, have the right to remove any User Content (defined below) and suspend, terminate, deactivate or refuse registration or access to any Account at any time, without notice and without liability, for any reason, including but not limited to violation of these Terms. You may terminate your Account at any time, for any reason, by contacting us. Please note that if your Account is terminated or deactivated, we do not have an obligation to delete or return to you any User Content you have submitted to CHOUXBOX through the Service, including, but not limited to, any Feedback (defined below).

Notices

You hereby consent to the use of electronic means to deliver any notices or other communications permitted or required by these Terms, or permitted or required by your use of the Service. You hereby consent to the use of electronic records to store information and data related to these Terms and your use of the Site and Application. Any notices or other communications permitted or required hereunder, including those regarding updates, amendments or modifications to these Terms, will be in writing and given by CHOUXBOX via email to the address in your Account, or posted to the Site or Application. As part of providing you the Service, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service and your Account, which you may not be able to opt-out of receiving.

User Content

You agree that you are solely responsible for all text, data, graphics, images, photos, video or audiovisual content, hypertext links and any other content that you, as a Service user, provide directly to us via the Service (the “User Content”). When you submit User Content to the Service, you grant CHOUXBOX a worldwide, perpetual, royalty-free, non-exclusive, transferable, license, with the right to sublicense, to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute, and otherwise exploit (collectively, “Use”) such User Content on, through, or by means of the Service. This license remains in effect even if you stop using our Service. CHOUXBOX does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to Use any such User Content. Any Use or reliance on any User Content or materials posted via the Site or Application or obtained by you through the Service is at your own risk. User Content on the Site and Application does not represent the advice, views, opinions or beliefs of CHOUXBOX.

Third-Party Information and Services

The Site, Application and Service may contain links to third-party services, websites, resources, content or information (the “Third Party Materials”). You acknowledge and agree that CHOUXBOX is not responsible or liable for: (i) the availability or accuracy of such Third Party Materials; or (ii) the content, products, or services on or available through such Third Party Materials. Your ability to access such Third Party Materials does not imply any endorsement by CHOUXBOX of such Third Party Materials. You acknowledge sole responsibility for and assume all risk arising from or in connection with your use of or reliance on any such Third Party Materials on or available from such websites or resources. You are solely responsible for your use of the Service on your computer and mobile devices, including, without limitation, compliance with these Terms and any applicable third party terms, and payment of any applicable third party fees. Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any Carrier service plan you use in connection with your use of the Service (such as voice, data, SMS, MMS, roaming, other applicable fees charged by the Carrier). Accordingly, you should use care in selecting a service plan offered by your Carrier. If your device is lost or stolen, you must notify CHOUXBOX immediately to suspend services.

Software in the Site and Application

In some instances, when the Site or Application requires or includes downloadable software, this software may update automatically on your computer or mobile device once a new version or feature is available. The software, and accompanying materials and documentation, made available to you through the Service (collectively, the “Software”) is licensed, not sold, to you. Subject to your complete and ongoing compliance with these Terms and all applicable laws, CHOUXBOX hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license (i) to use the Software in accordance with the accompanying documentation solely for purposes of internal testing and evaluation, and (ii) to copy the Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies. The sole purpose of this license is to enable you to use the Service as we have provided it to you and in the manner permitted by these Terms and all applicable laws. You may not copy, modify, distribute, sell, or lease any part of our Service or accompanying software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Software or accompanying documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by CHOUXBOX; (c) separate Software, which is licensed as a single product, into its component parts. (d) sublicense or permit simultaneous use of the Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Software or any portion of the Service (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer the Software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in any portion of the Service; (h) publish any results of benchmark tests run on any Software to a third party without CHOUXBOX’s prior written consent; or (i) use any Software on a system with more CPUs than the number licensed, by more users than have been licensed, on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Service (“Feedback”). You may submit Feedback by emailing us at moc.xobxuohc@ofni. You acknowledge and agree that all Feedback will be the sole and exclusive property of CHOUXBOX and you hereby irrevocably assign to CHOUXBOX and agree to irrevocably assign to CHOUXBOX all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. You warrant that your Feedback is not subject to any license terms that would purport to require CHOUXBOX to comply with any additional obligations with respect to any portion of the Service that incorporates any Feedback. At CHOUXBOX’s request and expense, you will execute documents and take such further acts as CHOUXBOX may reasonably request to assist CHOUXBOX to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

Intellectual Property Infringement Notification Process

We respect the intellectual property (IP) rights of others, and we expect users of our Service to do the same. We will respond to notices of alleged IP infringement that comply with applicable law. For example, we respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.If you believe that your User Content has been copied in a way that constitutes copyright, trademark, and/or patent infringement, please provide us with the following information: (i) a physical or electronic signature of the IP owner or a person authorized to act on their behalf; (ii) identification of the protected work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (such as the username); (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the IP’s owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the IP owner. We reserve the right to remove User Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a user’s Account. Our designated agent for notices of alleged IP infringement appearing on the Site or the Service is

Email: moc.xobxuohc@ofni

Proprietary Rights Notices

CHOUXBOX proprietary content includes, but is not limited to, copyrights, trademarks, service marks, logos, trade names, and any other proprietary designations of CHOUXBOX made available through the Service (“Proprietary Content”), excluding Third Party Materials and User Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of CHOUXBOX used herein are trademarks or registered trademarks of CHOUXBOX. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

The Service contains Proprietary Content specifically provided by CHOUXBOX or our partners and such Proprietary Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Proprietary Content accessed through the Service. You shall not sell, license, rent, or otherwise use or exploit any Proprietary Content for commercial (whether or not for profit) use or in any way that violates any third party right. You shall not acquire any right, title or interest to any Proprietary Content, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry. By way of example, and not as a limitation, you shall not (and shall not permit any third party) to either take any action or to upload, download, post, submit or otherwise distribute or facilitate distribution of any Proprietary Content, User Content, or Third Party Materials (collectively, “Content”) on or through the Service that

infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

you know is false, misleading, untruthful or inaccurate; is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by us in our sole discretion; constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or any third party; impersonates any person or entity, including any employee or representative of ours; includes anyone’s identification documents or sensitive financial information; or

breaches the Privacy Policy, and/or any of the other policies and rules incorporated herein.

You shall not (directly or indirectly): take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or its third party providers’) infrastructure; interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; bypass any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); run any form of auto-responder or “spam” on the Service; use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site or Application; harvest or scrape any Content from the Service; modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Service Proprietary Content or Third Party Materials (other than your User Content), except as expressly authorized by us; decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction; copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; otherwise take any action in violation of our guidelines and policies.

CHOUXBOX relies on, in part, User Content and Third Party Materials. We do not guarantee that any User Content will be made available through the Service. We have no obligation to monitor, nor make any claim of accuracy with regards to the Service or any Content provided therein. CHOUXBOX reserves the right to (i) remove, suspend, edit or modify any site or service content or materials in its sole discretion, including without limitation any User Content at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if CHOUXBOX is concerned that you may have violated these Terms), or for no reason at all and (ii) to remove, suspend or block any User Content from the Service. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of CHOUXBOX, its users and the public.

Term and Termination

These Terms commence on the date these Terms are accepted through the Site or Application, and will remain in full force and effect while you use the Service, unless earlier terminated in accordance with these Terms. Each party may terminate these Terms for any reason or no reason by providing the other party advance written notice thereof. Notwithstanding the forgoing, if you used the Site or Application prior to the date you accepted these Terms, you hereby acknowledge and agree that these Terms commence on the date you first use the Service (whichever is earlier and which may be prior to the Terms version date) and will remain in full force and effect while you use the Service, unless earlier in accordance with these Terms.

Indemnification

You agree to defend, indemnify, and hold harmless CHOUXBOX, its related companies, subsidiaries, directors, employees, shareholders, affiliates, agents, representatives, third-party information and service providers, suppliers or licensors (collectively, “CHOUXBOX Parties”) from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise in connection with or arising out of your use or misuse of the Site, Application, Software or Service, and your violation of these Terms, any applicable law or regulation, or the rights of any third parties related to the use of the Site, Application, Software or Service. CHOUXBOX reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify CHOUXBOX, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of CHOUXBOX. CHOUXBOX will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SITE, application, SOFTWARE AND SERVICE, and the internet is entirely at Your own risk. the service and any SOFTWARE OR content provided therein are provided “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, TO THE EXTENT PERMISSIBLE BY LAW. CHOUXBOX, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE SERVICE AND SOFTWARE WILL BE ERROR FREE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SERVICE AND SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS. YOUR USE OF THE SERVICE, SOFTWARE AND CONTENT IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Other than to the extent required by law, CHOUXBOX has no special relationship with or fiduciary duty to you. You expressly understand and agree that your use of the Service is at your sole risk and acknowledge that CHOUXBOX has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL LIABILITY OF CHOUXBOX, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SITE, APPLICATION, SOFTWARE, SERVICE OR CONTENT IS EXPRESSLY EXCLUDED, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF CHOUXBOX, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED TO THE LESSER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO CHOUXBOX IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE OR LIABILITY OR (ii) IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100.00).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHOUXBOX, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT CHOUXBOX, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE, APPLICATION, SOFTWARE, SERVICE AND CONTENT FOR: INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES; SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF REVENUE; LOSS OF GOODWILL; LOSS OF DATA; LOSS OF ANTICIPATED SAVINGS; WASTED EXPENDITURE; OR COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES. NOTHING IN THESE TERMS OF SERVICE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF SERVICE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CHOUXBOX’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

United States Government Restricted Rights

The Software is provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.

Governing Law and Choice of Forum

You and CHOUXBOX agree that any cause of action arising out of or related to these Terms or the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

These Terms and any action related thereto will be governed by the laws of the State of New York without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in New York County, New York, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

Export Control and Restricted Countries

You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by the U.S. and other governments. You may not use, export, re-export, import, or transfer the Software or Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Site, Application, Software or Service, you represent and warrant that (i) neither you nor your listed Residence is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application, Software or Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

Integration and Severability

These Terms apply to all current features and to new features that are added to the existing Service. These Terms and the Privacy Policy are the entire agreement between you and CHOUXBOX with respect to the Service and use of the Site, Application, Software and Content, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and CHOUXBOX (including, but not limited to, any prior versions of the Terms). If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of CHOUXBOX to enforce any right or provisions of these Terms will not be deemed a waiver of such right or provision.

Miscellaneous

We will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). You acknowledge and understand that if CHOUXBOX is unable to provide the Service as a result of a force majeure event, CHOUXBOX will not be in breach of these Terms. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with CHOUXBOX’s prior written consent. CHOUXBOX may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

Contact: You may contact CHOUXBOX at moc.xobxuohc@ofni.