The following Terms of Use (or “Agreement”) govern your purchase of the CodeBox.

Please read the following terms and conditions of use, together with any documents or agreements they expressly incorporate by reference (collectively, these “Terms of Use”) carefully before using or accessing www.opensecurity.io, including any content, functionality and services offered on or through https://codeboxinc.com/ (the “Website”).  This Website is the property of CodeBox, Inc. (“CBI”, “we” or “us”). You and the entity you are authorized to represent (“you” or “your”) agree to all of the Terms of Use. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT USE THE WEBSITE.

CBI reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time and without notice to you. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Website following the posting of changes of the Terms of Use will mean that you accept and agree to those changes. As long as you comply with these Terms of Use, CBI grants you a non-transferable, limited, personal right to enter and use the Website.

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and CBI. The Terms of Use govern your access to and use of the Website, whether as a visitor or a registered client. Please read the Terms of Use carefully before you start to use the Website.

By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://codeboxinc.com/privacy-policy/, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, do not access or use the Website.

By using this Website, you represent and warrant that you have the legal capacity to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

1. Payment of Amounts Due. Upon activation of your CodeBox, you agree to pay CodeBox, Inc., a Texas Corporation (CBI) a monthly “Code Generation Fee” of the access codes (“Access Codes”) generated for your CodeBox (identified by the serial number that you will find on your CodeBox). Currently, the Code Generation Fee is $1.75 per month, subject to change with prior notice. The Code General Fee is not prorated for any given month and will apply if your CodeBox is activated at any time during any month, however, there will only be one Code Generation Fee per activated CodeBox per month.

   You will have the option to purchase upgraded functionality that will allow you to deactivate your CodeBox by using the process on CBI’s website https://codeboxinc.com/. During any period when you have deactivated your CodeBox, you will not be charged a Code Generation Fee and you will not be able to generate any Access Codes. When you are ready to use your CodeBox again, you may reactivate it. The full Code Generation Fee will be charged for any month during which the CodeBox is activated and will not be prorated if the CodeBox is activated for only part of the month.

   Unless otherwise agreed to in writing by CBI, all amounts due are to be paid via credit or debit card, and billing information must be provided at the time of purchase. To understand what billing information we collect, and how we protect it, please carefully review our Privacy Policy . You are responsible for providing accurate and updated payment information. All amounts must be paid in full before any Access Codes are sent to you.

   CBI may adjust the fees for any and all services, including without limitation, Code Generation Fees in its sole discretion. Prior to increasing any fee, CBI will send you a notification [7] days before the new fee is effective in accordance with the notice provisions of paragraph 13 of this Agreement. If you agree to the new fee, you do not need to take any action. If you do not agree to the new fee, you will need to terminate this agreement by taking the steps set forth in paragraph 14 of this Agreement.

   
   
   

2. Limits on Access Codes. Your CodeBox has 15 Access Codes available per day. You may purchase an upgrade option that will allow you to provide more Access Codes per day, please visit our ordering page viewable through our website at https://codeboxinc.com/

3. Agent Codes. You will be able to set an “Agent Code” for your CodeBox, which will allow you to set the parameters of your CodeBox, i.e., date; time; showing access window; vendor and shackle code as well as see the history of when a code was entered into the CodeBox for access. If you forget your Agent Code, CBI will issue you the “Master Code” throught its website https://codeboxinc.com/. You will be charged a $20.00 fee when a Master Code is requested.

4. If you choose to use the scheduling function of the CodeBox website, you – or any third party vendor, or integration partner with whom you contract – you are responsible for maintaining accurate records of the addresses/locations of your CodeBoxes. CBI is not responsible if the address attached to a specific CodeBox as listed on the CBI website is incorrect.

5. Responsibility for Programming Date and Time. The proper functioning of your CodeBox is heavily dependent on the correct date and time. It is your responsibility to program your CodeBox with the correct date and time, including making any adjustments due to daylight savings time. CBI is not responsible for and shall have no liability for any injury or damages caused by incorrect programming of the date and time on your CodeBox.

6. Shipping Policies. CBI shall deliver any products purchased through the Website to the location provided by you (the “Delivery Point”) using CBI's standard methods for packaging and shipping such products.

   CBI may, in its sole discretion, without liability or penalty, make partial shipments of products. Each shipment will constitute a separate sale, and you shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased.

   Title and risk of loss passes to you upon delivery of the product(s) at the Delivery Point.

7. Intellectual Property. Your CodeBox exists as the result of substantial time and expense by CBI to develop the systems, algorithms and other components of the CodeBox, all of which are CBI’s intellectual property. Accordingly, YOU AGREE THAT YOU WILL NOT ATTEMPT, OR ALLOW ANYONE ELSE TO ATTEMPT, TO CONDUCT REVERSE ENGINEERING OR SIMILAR ANALYSIS OF YOUR CODEBOX, WHETHER TO RETRIEVE ITS SOFTWARE, CODES, ALGORITHMS, SIMILAR TACTICAL DATA, OR OTHERWISE.

8. Confidentiality Any Access Codes provided to you should be treated as confidential and shared only with persons who are accessing the property for a legitimate purpose. You may not post Access Codes to public websites. CBI encourages you to impress upon other parties the importance of maintaining confidentiality of any Access Code provided for their use. You expressly release CBI from any responsibility or liability for any personal injury or property damage resulting from tortious or criminal acts committed by a third party to whom you provide an Access Code, by any person to whom the third party reveals the Access Code, or by any person who intercepts an Access Code that you communicate to a third party, e.g., via text message or email.

   Similarly, any username and password that you use to access CBI’s website or mobile application should be kept confidential. You expressly release CBI from any liability or responsibility for damages incurred if you share your username/password or otherwise fail to sufficiently maintain its confidentiality.

   You may choose to use functions that allow you to provide codes for parties who need access to a property on a recurring basis, for example, a contractor engaged in remodeling. It is your sole responsibility to terminate such codes at the appropriate time. You expressly release CBI from any injury or damages incurred by the use of Access Codes by any of your employees, agents, or independent contractors resulting from the use of Access Codes that you provide to them.

9. Use of Third-Party Distributors. You may choose to contract with the Third Party Distributor who will process Access Code Requests and provide Access Codes. CBI does not control such Third Party Distributors and has no liability to you if such Third Party Distributor fails to adequately verify individuals before providing them Access Codes to your CodeBox. Additionally, CBI does not have any liability or responsibility if such Third Party Distributor distributes all the Access Codes for a given day and interested parties are not able to access your property on the date or time desired. If you decide to use a Third Party Distributor, you are responsible for following the terms and conditions of the agreement you have with them.

10. Compatibility. CBI does not control the servers you use to connect to the CBI website. Certain servers may not be compatible with CBI’s software or algorithms. You expressly release CBI from any liability for injury or damages incurred by such incompatibility.

11. Limited Warranty. Your purchase of a CodeBox includes a limited 12 month warranty covering all parts and mechanics of the CodeBox. You may purchase an extended warranty at the time you purchase your CodeBox. If your CodeBox is not functioning properly and is under warranty, we will try to repair it. If we cannot repair it, then we will replace Any warranty will be voided if the CodeBox is resold on a secondary market. CBI’s warranty does not cover vandalism to the CodeBox.

12. Resale of CodeBoxes. CodeBoxes may be resold on a secondary market. If you are going to sell your CodeBox on a secondary market, your CodeBox must be unregistered by from your CBI account.. Deactivating a CodeBox is not the same as unregistering it. The purchaser of any such CodeBox will have to re-register and re-activate the CodeBox. CBI is not a party to and will not facilitate any such transactions.

13. Notices From time to time, CBI may send you notices including without limitation, changes to these Terms of Use, the Privacy Policy, or your account, including credit/debit card expirations, CodeBox expirations, usage overages, suspicious activity or confirmations of transactions. All such notices will be sent to the email address you provide when you register you CodeBox. Notices to you will be deemed effective when they are sent to you. You expressly consent to receive all notices from CBI via electronic mail.

    From time to time, CBI may send you notices or information about discounts, upgrades, and new products/features. You may opt out of any such notices by [opting out during the registration process] [using the “unsubscribe” link in the email]

    You may contact CBI regarding any questions or routine matters at the information provided on our website at https://codeboxinc.com/. Any legal notices or legal process must be delivered in person or by certified mail, return receipt requested or by commercial carrier, such as FedEx at the following address:

    CodeBox, Inc.
    401 Isom Rd. Ste. 340
    San Antonio, TX 78216

    All such notices will be deemed effective and/or served upon receipt by CodeBox.

14. Termination by CBI. CBI may terminate this agreement at any time in its sole discretion and for any reason. CBI may terminate this agreement if it determines, in its sole discretion, that you have violated these Terms of Use.

    You understand that your CodeBox has a limited useful life and will function for 15 years. After the expiration of 15 years, your CodeBox will no longer function. You will have the opportunity to purchase an upgraded CodeBox with a longer useful life. The specifics of such upgraded CodeBox will be described in the product specifications of CBI’s website.

    You may terminate this Agreement at any time by Deactivation of your CodeBox(es) in your account.

15. Upgrades. You will have the option to upgrade various features of your CodeBox at the time of purchase. You may later purchase “field upgrades” to upgrade CodeBoxes that you have already purchased. Such field upgrades must be purchased through CBI’s website on the terms stated on the website.

16. Release and Waiver. You expressly release CBI from any responsibility or liability with respect to (i) the use of any codes generated by or through your CodeBox, (ii) verification of persons who obtain codes for accessing or opening your CodeBox, (iii) any use or abuse of such codes of your CodeBox, including without limitation personal injury to damage to property as the result of tortious or criminal activity by any third person; (iv) improper entry of a listing, and (v) any malfunction of your CodeBox. This release is a material part of the consideration given by you to CBI as part of this agreement in exchange for the sale of the CodeBox and the services provided to you by CBI in connection with that purchase.

17. DISCLAIMER OF WARRANTIES. YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE, OR ANY PRODUCTS OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY PRODUCTS OR SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

    THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18. Maximum Liability. You will be solely responsible for and will indemnify, hold harmless, save, and defend CodeBox and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "CBI Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, that are incurred by a CBI Indemnified Party (collectively, "Losses"), arising out of or related to any third-party claim alleging: (a) you or a third party distributor provided an access code to any unauthorized person, whether intentionally or negligently; (b) any authorized person to whom you or a third party distributor provided access damaged or harmed a third party or any residence, building, or property; (c) breach or non-fulfillment of any provision of this Agreement by you, including your officers, directors, employees, contractors, agents, affiliates, successors, or assigns; (d) any negligent or more culpable act or omission by you, including your officers, directors, employees, contractors, agents, affiliates, successors, or assigns (including any reckless or willful misconduct) in connection with the performance of your obligations under this Agreement; (e) any bodily injury, death of any person, or damage to real or tangible personal property caused by negligent or more culpable acts or omissions by you, including your officers, directors, employees, contractors, agents, affiliates, successors, or assigns (including any reckless or willful misconduct); or (f) any failure by you, including your officers, directors, employees, contractors, agents, affiliates, successors, or assigns to comply with any applicable federal, state or local laws, regulations, or codes in the performance of its obligations under this Agreement.

19. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective [successors] and [permitted] assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

20. Waiver of Jury Trial; Consent to Arbitration. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. [EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.]

    Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Such arbitration shall take place in Bexar County, Texas, unless otherwise agreed by the parties.

21. Governing Law. These Terms of Use and your purchase of any goods or services from CBI, are governed by the internal laws of the State of Texas.