Before accessing the BOX Certification materials, you must agree to these terms.
SECTION 1: OVERVIEW
This is an overview of the Rights and Restrictions.
Section 1 is provided for reference. Section II is the detailed agreement. In the event of any conflict between the two, the terms of Section II shall prevail.
| Rights | Restrictions |
| Use of presentation decks, images, worksheets and other relevant materials used to prepare and deliver live B❒X Based Programs in person or virtually. | I may not claim ownership nor publish, create or license derivative works from the materials or methods learned including online learning programs. |
| Access to facilitator training process and materials. | I may not transfer these rights |
| Purchase additional BOXes at bulk rates once I complete the Certification process. | I may not train others to deliver BOX Methods, Tools or Products. |
| Resell BOXes to end users/clients. | Resell BOXes to uncertified facilitators for use with their clients/participants. |
| Use promotional materials and images provided to communicate the value of the program to the public or key stakeholders. | Each participant needs to have their own BOX to attend a program. I may not produce a copy or create a replacement for The BOX. |
| I may make adjustments to the slides/handouts but I do not own the intellectual rights or copyright to those adjustments. | I will not provide others access to presentation slides, or any training materials, and I will not enable non-certified box facilitators to deliver box-based programs, |
I understand and agree that:
- Only Certified BOX Facilitators can purchase additional BOXes in bulk:
- The price does not include shipping or customs duties if applicable.
- Prices may change over time, and I/our company will be given a minimum of 30 days’ notice of a price change.
- If I do not present The BOX Experience at least once every two years my license may be dropped.
- I am responsible for the safety of participants when participating in a BOX session and will not hold the Supplier liable for any damages incurred while using The BOX.
- This agreement does not grant exclusivity.
- If I do not abide by this agreement, my/our company’s right to purchase and deliver BOX based programs may be revoked. Before that, all parties agree to communicate in good faith to resolve any disputes.
- I am responsible for shipping fees and custom/duties.
SECTION II. ADDENDUM A – AGREEMENT
This License and Services Agreement (“Agreement”) is made by and between InnoGreat Co. Ltd. (“Supplier”), a company formed under the laws of the Republic of China (Taiwan), and _____________(“Customer”). Supplier and Customer may be referred to herein as Party or, collectively, Parties. The information in “Section I OVERVIEW”, as found above, is incorporated into this Agreement by reference; in the event of any conflict between the two, the terms of this Agreement shall prevail.
1. Services and Deliverables; Grant of Right to Use
1.1 Services and Deliverables – Customer hereby retains the Supplier to provide to Customer services (“Services”) and products (“Deliverables”) as outlined in “Section I OVERVIEW” above. Deliverables include, but are not limited to, Certifications, Physical Materials (“Boxes”), presentation slides, artwork and all other support materials related to the Certified BOX Facilitator’s Program (“Facilitator’s Program”).
1.2 Limited Grant of Right and License to Use Deliverables –
Supplier grants Customer limited right and license to use the Deliverables:
- Facilitator’s Program presentation slides shall only be used for training and promotional purposes by the Customer who has completed the Facilitator’s Program (“Facilitator”), who are certified as a Facilitator with Supplier.
- Facilitator’s Program instructional videos shall not be used by Customer, its Facilitators, or its employees and/or agents for any purposes other than the training of Facilitator by Supplier.
- Supplier is the sole provider of the Facilitator’s Program and the sole manufacturer of materials such as Boxes, workbooks, support materials or online course materials. Supplier is the only person who is qualified to grant certification to a Facilitator.
- Customer and its Facilitators, or its employees and/or agents, may not conduct Facilitator’s Program courses or assist other individuals or entities to conduct such courses using any or all of the Deliverables.
- The license herein and right to purchase materials are held solely by Customer and Customer may not resell Boxes to other individuals or entities unless as part of training by the Customer.
For the purpose of promotion and delivery of training, Customer, or its Facilitators may promote and present the The BOX Experience to individuals or entities with which Customer has a business relationship (“Clients”). For the relevant slides, video instruction, and support materials of the Facilitator’s Program, Customer, its Facilitator may publicly:
- Deliver the contents of work by spoken words.
- Display the contents of work.
- Deliver the contents of work by audiovisual devices, or other video conference devices.
Customer or its Facilitators, or its employees and/or agents shall not:
- Publish, license, create derivative works from, transfer, or sell, any Deliverables or other Facilitator’s Program training materials obtained from Supplier.
- Claim that they are the creators or owners but rather publicly present Supplier as the owner.
- Publicly release the contents of work before it is publicly known.
- Alter, delete, distort, mutilate, modify or otherwise change the contents of work without consent.
2. Term
The period of licensing of this Agreement is as long as there are facilitators in good standing in Partner organizations.
- The license for promoting and delivering training: It shall be effective as from the date of acceptance of this Agreement and expire after two years from the date when the Customer is/has been certified as a Facilitator with Supplier; and
- It shall be further effective for successive two years from the date of the purchase of any additional boxes from Supplier by Customer who is/has a certified Facilitator under this or any subsequent agreement between the Parties.
This Agreement may also be terminated pursuant to Article 4 below. This Agreement shall not be automatically renewed.
3. Fees and Payment
For consideration of the Services and Deliverables furnished by the Supplier to Customer under “Section I OVERVIEW” and this Agreement, the Supplier shall receive fees, and payment shall be made, as indicated in “Section I OVERVIEW”.
Payment may be made by Paypal or Credit Card on our website or bank transfer.
Please remit payment to:
Account name: InnoGreat Co. Ltd.
Account number: 113-008-0022179-9
Swift code: SINOTWTP
Telex: 479901 SINOPAC
Bank: Bank SinoPac-International Department
Branch: Shilin
Bank Address: No. 36, Nanjing E. Rd., Zhongshan District, Taipei City 104,
Taiwan
Bank’s Tel: +886-2-2506-3333
4. Termination
- Either Party may terminate this Agreement:
- After trying to resolve the dispute for at least 30 days: or
- immediately upon written notice if the other Party becomes insolvent, or is made the subject of bankruptcy, conservatorship, receivership or similar proceedings.
4.2 Supplier may also terminate this Agreement at any time, without prejudice to its rights hereunder, if Customer breaches any provision of this Agreement.
5. Consequences of Termination
5.1 Should this Agreement be terminated for any reason, Customer shall not be reimbursed from the Supplier for all of the Services and Deliverables satisfactorily rendered and delivered by the Supplier. No reimbursement will occur regarding the licensing fees.
5.2 Should Supplier terminate this Agreement because of Customer’s breach of provisions in Articles 1.2, 1.3 and 8 herein, Customer shall immediately pay an amount of 2,500 USD to Supplier as punitive damage, and Customer shall be further liable for any damage of Supplier caused by such breach. Customer shall also return to Supplier all Deliverables or any other training materials, related to the Facilitator’s Program, unless otherwise directed by Supplier in writing.
5.3 All rights granted in this Agreement shall be immediately cancelled with immediate effect as from the effective termination date, except if this Agreement provides otherwise.
6. Limitation of Liability; Indemnity
6.1 Limitation of Liability
6.1.1 If Customer should become entitled to claim damages from Supplier (including for negligence, strict liability, breach of contract, misrepresentation and other contract or tort claims), Supplier will be liable only for the amount of Customer’s actual direct damages, not to exceed (in the aggregate for all claims) the fees paid to Supplier for the specific Services and Deliverables giving rise to such liability that are the subject of the claim. Notwithstanding anything to the contrary in this Agreement, in no event will Supplier or its affiliates be liable for any of the following: lost profits, lost revenue, indirect, incidental, consequential, special or punitive damages, even if it has been advised of the possibility of such damages.
6.1.2 The Box has been designed for specific training uses, and was neither designed nor manufactured as a product for recreational or other purposes. This product may not be used for unlawful purposes and that use is expressly prohibited. In no event shall Supplier be liable for any direct, indirect, punitive, incidental, special consequential damages whatsoever arising out of or connected with the use or misuse of its products.
6.2 Indemnity – Customer hereby undertakes to indemnify, defend and save harmless Supplier and its directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal fees and disbursements) or liability of any kind whatsoever resulting from:
- the negligent or willful acts or omissions of the Customer or its employees and/or agents, arising in connection with this Agreement;
- any and all breaches by the Customer or its employees and/or agents, of any representations, warranties, covenants, terms or conditions of this Agreement or the preceding “Section I OVERVIEW”.
7. Non-Exclusivity
Nothing in this Agreement shall prohibit or restrict the Supplier from contracting with or being engaged in any capacity in promoting, undertaking, providing services to or in any way being involved with another person, firm or entity.
8. Intellectual Property; Confidential Information
8.1 Intellectual Property – The relevant “Boxes,” slides, artwork and all support materials for the Facilitator’s Program are the intellectual property of Supplier. Copyright notices on slides and materials shall not be altered, nor shall the Deliverables or other materials provided by Supplier to Client as part of the Facilitator’s Program be provided to any third party, unless expressly permitted. “Intellectual Property Rights” means all intellectual and industrial property rights of Supplier which include rights to inventions, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. Customer agrees that Supplier shall be the exclusive owner of all Intellectual Property Rights whatsoever created or developed by the Supplier, whether by it alone or jointly or with the contribution or assistance of others, including without limitation all Intellectual Property Rights in the Deliverables. Customer further agrees that it has no rights in any such Intellectual Property Rights and hereby assigns to Supplier all rights, title and interest that may be developed or created during the term of this Agreement. Customer shall not file, directly or indirectly, in any country, any Intellectual Property Rights. Customer and its employees, representatives, and agents hereby undertake and agree not to claim all moral and economic rights that they now or in the future may have to the Intellectual Property Rights.
Customer acknowledges that Supplier possesses knowledge and expertise relating to the subject matter of the Services and Deliverables (“Supplier Know-How”). Nothing in this Agreement is intended to transfer to Customer any rights in the Supplier Know-How, which shall remain the property of the Supplier.
8.2. Confidential Information; Non-Disclosure – “Confidential Information” means information belonging to or in the possession or control of a party ( “Disclosing Party”), its customers or its suppliers which is of a confidential, proprietary, or trade secret nature, including without limitation all business information, technological information, intellectual property, and other information related to Disclosing Party’s business, technology, products, customers, personnel or finances, that the other party ( “Receiving Party”) has access to under this Agreement and that are not readily available to the general public (collectively, “Confidential Information”). As between Disclosing Party and Receiving Party, Confidential Information will remain the property of Disclosing Party. Except at allowed under Article 1.2 and 1.3 to this Agreement, or otherwise provided for in this Agreement, Receiving Party will preserve and protect all Disclosing Party Confidential Information and Receiving Party will not disclose the existence, source, or content of Confidential Information, except to its employees or contractors with a need to know and under obligation of confidentiality at least as stringent as under this Agreement. Neither Party will copy any Confidential Information.
9. Relationship
Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Parties. Customer is authorized to act as agent for their partners to become Facilitators and purchase materials.
10. Miscellaneous Provisions
10.1 Severability – Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.
10.2 Notices
10.2.1 All notices to Supplier or Customer shall be in writing and shall be either: (a) delivered personally; (b) forwarded by registered or certified mail to the postal address indicated below or such other address as may hereafter be designated in writing; or (c) transmitted by e-mail or other reasonable digital means:
Supplier: Company: Innogreat Co. Ltd.
Address: Jien Tan Rd #87, 4Fl
Shih Lin, Taipei, Taiwan 111
Phone Number: +886 937 954 573
Email Address: jclark@innogreat.com
10.2.2 Notices delivered personally or transmitted by e-mail shall be deemed to have been received when delivered. Notices forwarded by certified or registered mail shall be deemed to have been received ten (10) days after mailing.
10.3 Amendment and Assignment – This Agreement may be amended in whole or in part only by the written consent of the Parties. Neither Party may assign its rights under this Agreement without the prior written consent of the other Party, and any attempt to do so shall be a breach of this Agreement and shall be void.
10.4 Entire Agreement – This Agreement and the information in “Section I OVERVIEW” above (in the event of any conflict between the two, the terms of this Agreement shall prevail) constitute the entire agreement between the Parties and supersede all previous negotiations, understandings and agreements, verbal or written with respect to any matters referred to in this Agreement except as specifically set out in this Agreement.
10.5 Counterparts – This Agreement may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of the Agreement had been executed.
10.6 Force Majeure – Neither Party hereto shall be responsible for any losses or damages to the other occasioned by delays in the performance or non-performance of any of said Party’s obligations when caused by Acts of God, strikes, acts of war, political circumstances, inability of supplies or material or labor or any other cause beyond the reasonable control of the said Party.
10.7 Governing Law; Dispute Resolution – This Agreement shall be governed and construed by the laws of the Singapore without regard to its conflicts of law provisions.
Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
The law of this arbitration clause shall be Singapore law.
The seat of arbitration shall be Singapore International Arbitration Centre.
The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
10.8. Language – The Parties accept that this Agreement be drawn up in English, which shall prevail on any other language.
Agreement to the Terms
By clicking accept you agree to the terms of the Facilitator’s Program and to become a licensed facilitator under the terms of this Overview and the Agreement.