SOAPBOXIFY.COM TERMS AND CONDITIONS OF USE

Effective as of June 30, 2023

THIS IS A BINDING LEGAL AGREEMENT (“AGREEMENT”) BETWEEN EACH END USER (referenced herein as “YOU” or “CUSTOMER” or with “YOUR”) AND ENDURANCE LEARNING LLC (“COMPANY”) REGARDING YOUR USE OF AND ACCESS TO COMPANY’S PROPRIETARY ONLINE PRESENTATION DEVELOPMENT PLATFORM SOAPBOX (the “PLATFORM”).  BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND CLICKING “CONFIRM” BELOW, YOU HEREBY AGREE THAT THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF THE PLATFORM:

1. License Grant.  Company grants to You a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Platform solely for Your personal, internal, non-public business and/or academic use.
2. Restrictions.  Except as expressly provided herein, Company does not grant any other express or implied right to You or any other person.  You may not (a) modify, translate, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure or algorithms of the Platform, (b) create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, sublicense, transfer, sell, mirror, frame, rent, lease, grant a security interest in, or otherwise use the Platform in any manner not expressly permitted herein, or (c) remove or alter any proprietary notices or labels on the Platform.  You shall not, nor shall You permit any third party or person to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure implemented by Company for use of the Platform. 
3. User Obligations.  You represent that You are at least eighteen (18) years of age or the legal age of majority in Your state (whichever is greater). In addition, You access the Platform on Your own volition and are responsible for compliance with all applicable laws, rules, and regulations with respect to Your use of the Platform.  If You access the Platform on behalf of any organization, Your organization shall be bound to this Agreement and liable for any breach by You.  You represent that You have all rights, power, and authority to agree to this Agreement on behalf of Your organization.
4. Account. You may be required to register an account with Company to use the Platform or certain features of the Platform.  Each registration is for a single user only, unless otherwise expressly agreed upon by Company.  Registration for the Platform may also require access credentials, such as a user name and a password.  You hereby agree to treat Your access credentials confidentially, and not to disclose such information to any third party without the prior express written consent of Company in each instance.  You shall immediately notify Company if You suspect or become aware of any loss, theft, or unauthorized use of Your access credentials.  Company will not be liable for any loss or damage arising from Your failure (whether inadvertent or intentional) to comply with these obligations. By submitting the requested information to the registration form on the Platform, You represent and warrant that the information You submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update Your submitted account information to ensure that such information is complete, true, accurate, and current. 
5. Submissions. You may upload, post, display, transmit, or otherwise provide certain information, content, or other materials to the Platform (each a “Submission” and collectively “Submissions”) in connection with Your use of its presentation development features. You hereby grant to Company a royalty-free, fully transferable, fully sublicensable license to use, display, copy, reproduce, modify, and create derivative works of Submissions in connection with Company’s operation of the Platform and its presentation development features (including without limitation the development and transmission of Deliverables as defined below). You agree that You will not upload, post, display, or transmit any Submission(s) that (a) are illegal, defamatory, fraudulent, tortious, obscene, pornographic, or otherwise objectionable, (b) infringe, misappropriate, or otherwise violate the personal or proprietary rights of others, or (c) contain any virus, malware, worm, Trojan horse, disabling device, or any other harmful or malicious script, code, or tool. Company is not responsible for screening, reviewing, editing, or monitoring Your or any other user’s Submissions, and shall have no liability or responsibility for the quality, content, accuracy, or legality of any Submissions. You represent and warrant that (i) you possess all legal rights required to upload, post, display, and/or transmit each Submission and permit Company to use such Submission as set forth herein (including without limitation any necessary third-party license rights), (ii) each Submission is in full compliance with all applicable laws and regulations, and (iii) Your Submissions do not infringe, misappropriate, or otherwise violate the personal or proprietary rights of any third party.
6. Deliverables. Certain features of the Platform may develop and provide certain electronic presentation files and other related materials and content (collectively, “Deliverables”) to You, which incorporate and/or integrate Your Submissions and other user inputs. You acknowledge and agree that as between the Parties, Company is the sole owner of all right, title, and interest to Deliverables, subject to Your ownership of Submissions incorporated into the Deliverables (and subject to the foregoing license granted by You above). Company hereby grants to You the limited, revocable, non-transferable, non-sublicensable right to use Deliverables solely for Your personal, internal, non-public business and/or academic use. You may not publish, distribute, or otherwise commercially exploit any Deliverables without Company’s express prior written permission in each instance.
7. Personal Information. You acknowledge and agree not to upload, transmit, or otherwise provide any personal information to the Platform. For purposes of this Section, “personal information” means (a) any special protected category of information regarding an individual as set forth in applicable data privacy laws or regulations (e.g., as applicable, the Health Insurance Portability and Accountability Act, the California Consumer Privacy Act, and/or the E.U. General Data Protection Regulation), or (b) any personal information which could be used to specifically identify a unique individual, whether alone or in combination with any other information. Without limiting the foregoing, You represent and warrant that your Submissions do not and will not contain, include, or reference any personal information of any kind. You acknowledge and agree that the Platform is not designed or intended to process, store, or transmit personal information, and that Company will have no liability hereunder for Your transmission of personal information to the Platform or to Company in violation of this Section. 
8. Data Analytics. By accessing or using the Platform, You agree to allow Company to collect data analytics, metrics, and other information regarding Your use of the Platform (including without limitation certain data regarding Your personal computer or mobile device (e.g., type of device, unique device ID, etc.), operating software, feature utilization, navigation, and personal information (e.g., name, email, or other contact information for your account)), and to share said data with third parties for research, development, support, marketing, and other commercial purposes. By clicking “Confirm” below, you expressly consent to such collection and use of data regarding Your use of the Platform.
9. Communications and Notifications. You may receive communications and notifications through the Platform regarding Your use of the Platform and/or account status. These communications are part of Your relationship with Company under this Agreement. You therefore hereby agree that any notices, updates, disclosures, or other communications that Company sends to You through the Platform will satisfy any applicable legal communication requirements.
10. Privacy Policy.  You understand, acknowledge, and agree that the operation of certain areas of the Platform and the creation of an account may require or involve the submission, use, and dissemination of various personally identifiable information including, but not limited to, Your phone number, email address, and mailing address.  Please see the Soapbox Privacy Policy for a summary of Company's personally identifiable information collection and use practices.  Any information submitted by You through the Platform will be pursuant to said Privacy Policy.
11. Proprietary Rights.  All rights, titles, and interests in and to this Platform are owned by Company. The Platform is protected by United States copyright law, other U.S. intellectual property laws, and international treaty provisions governing proprietary rights, including without limitation the Berne Convention. You expressly acknowledge and agree that Company transfers no ownership right, title, or interest in and to the Platform to You under this Agreement.  All trademarks, service marks, text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Platform are owned, controlled, and licensed by Company and/or its licensors. Nothing contained on the Platform should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Company's trade names, trademarks or service marks without express prior written consent.  All rights not expressly licensed hereunder are reserved by Company. 
12. Links to Third Party Content.  Company may provide links, in its sole discretion, to other applications, websites, or networks for Your convenience in locating or accessing related information and/or services.  These other applications, websites or networks are maintained by third parties over which Company exercises no control.  Your correspondence or any other dealings with third parties are solely between You and such third party.  Accordingly, Company hereby expressly disclaims and shall not have any liability or responsibility for such applications, websites, or networks, or in connection with any such dealings between You and any third party. 
13. Other Terms and Conditions. Additional notices, terms, and conditions may apply to products, services, receipt of (or access to) certain materials, participation in a particular program, and/or to specific portions or features of the Platform, including without limitation the terms of digital distribution services and/or third-party payment processors. You hereby agree that (a) this Agreement operates in addition to any terms of use imposed or required by any digital download platform from which You download the Platform. 
14. Disclaimer.  COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  MOREOVER, COMPANY EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY SUBMISSIONS AND ANY THIRD-PARTY MATERIALS, PROGRAMS, PRODUCTS, AND/OR SERVICES MADE AVAILABLE THROUGH THE PLATFORM.
15. Limitation of Liability.  COMPANY SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND COMPANY’S REASONABLE CONTROL.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE HEREUNDER FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR ACCESS TO THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ADDITION, THE TOTAL LIABILITY OF COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE PLATFORM SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE PLATFORM DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM OR CAUSE OF ACTION FIRST ACCRUED.
16. Indemnification. You agree to indemnify, defend, and hold Company(and its affiliates, contractors, employees, officers, agents, successors, and assigns) harmless from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses, and any other liabilities (including without limitation reasonable attorney’s fees) arising out of or related in any manner to (a) Your breach or alleged breach of any of Your representations, warranties or obligations under this Agreement, or (b) Your negligence, willful misconduct, or violation of applicable law or regulation.
17. Governing Law.  This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of Washington, without reference to its principles of conflict of laws. Any claim, action, suit, or proceeding arising between the parties hereunder shall be brought exclusively before the state and federal courts sitting in Seattle, Washington. The prevailing party in any such claim, action, suit, or proceeding shall be entitled to receive an award of reasonable attorney’s fees from the non-prevailing party.
18. Enforcing Security on the Platform.  Company reserves the right to view, monitor, and record activity on the Platform without notice to or permission from You.  Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Platform, as well as to disclosures required by or under applicable law or related government agency actions.  Company will also comply with all court orders or subpoenas involving requests for such information.   
19. Injunctive Relief.  You acknowledge that any breach, threatened or actual, of this Agreement may cause irreparable injury to Company not readily quantifiable as money damages, and Company would not have an adequate remedy at law.  You therefore agree that Company shall be entitled to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this Agreement, without the necessity of posting a bond or other security, in addition and without prejudice to any other remedy available to Company at law or in equity.
20. Term, Termination, and Suspension.  This Agreement will take effect (or re-take effect) at the moment You click “Confirm” below.  Company reserves the right at any time to terminate, suspend, and/or deny Your access to the Platform or to any portion thereof if Company determines or reasonably suspects that (a) that You are using the Platform in violation of this Agreement and/or applicable law, or (b) Your continued use of the Platform would materially impair the security or stability of the Platform, or otherwise cause harm to Company’s business or reputation. Such termination or suspension will be effective without prior notice and may impact (and prohibit) your upload or transmission of Submissions or other information. In addition, Company reserves sole discretion to terminate or discontinue the Platform or any of its features at any time, with or without notice to You.  You may terminate this Agreement at any time by ceasing to use the Platform, but all applicable provisions of this Agreement governing proprietary rights, Submissions, disclaimers of warranty, indemnification, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of this Agreement for any reason.
21. Waiver & Severability.  Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance.  No waiver by Company of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.  If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
22. Contact Information. If You have any questions about the Platform or this Agreement, please contact Company at: support@endurancelearning.com.
23. Miscellaneous.  No joint venture, partnership, employment, affiliate, or agency relationship exists between You and Company as a result of this Agreement or Your utilization of the Platform.  This Agreement and Company’s Privacy Policy constitute the entire agreement between You and Company with respect to use of the Platform, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and Company with respect to Your use of the Platform.  You may not assign, delegate, or transfer any rights under this Agreement without the prior written consent of Company.