Master Agreement

Professional Services & Managed Services


This TBoxCloud Master Agreement (“Agreement”) is executed as of ______________________ (“Effective Date”).


TBoxCloud, Inc. with its place of business at 3350 Shelby Street, Suite 200 Ontario, CA, 91764 USA (“TBoxCloud”).


________________ with its place of business at _______________________________________ (“Company”).


a.        Agreement” means collectively the Master Agreement (MA), Professional Services Agreement (PSA), Subscription Agreement (SA), Statement of Work (SOW), Service Level Agreement (SLA), Services Description (SD), any Order Forms, whether written or available online at specifically incorporated by reference herein.

b.       Professional Services” or “Consulting” means services provided by TBoxCloud to deliver projects on a Time and Materials basis.

c.        Connector” or “TBoxConnector” means the application developed, hosted, and supported by TBoxCloud used to connect 2 or more applications.

d.       Hosted Solution” or “Solutions” means collectively all hardware, software applications, and Connectors hosted in the Cloud by TBoxCloud under this Agreement. 

e.        Not a Software” means TBoxCloud is not a Software company providing a user interface or public access to its Hosted Solutions.

f.         Managed Services” or “Hosting Services” means collectively the services performed and architecture provided by TBoxCloud to host, secure, monitor, and maintain its customer’s Solutions.

g.        Services” means collectively Professional Services and Managed Services.


It may be necessary for a party (the "Disclosing Party'') during the term of this Agreement to provide the other party (the "Receiving Party'') with certain information that shall be treated as Confidential Information, as defined below.


a.     Confidential Information: Confidential information shall mean any information disclosed by one party to the other party, in any form  including without limitation pricing information, project Deliverables, Project Methodology information, technology infrastructure, business plans, source code, software, technical / financial / marketing / customer / business information, specifications, analysis, designs, drawings, data, any information relating to personnel or Affiliates of a party and include information disclosed  by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure or that should reasonably be understood to be confidential. Confidential Information shall however, exclude any information which (i) is / was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order.

b.    Nondisclosure: The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing. Receiving Party agrees not to disclose any Confidential Information to third parties or to its personnel (except to those of its personnel or its Affiliates personnel, directors, advisors, auditors, governmental authorities or sub-contractors, who may need to know such Confidential Information). The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided to the Receiving Party hereunder. COMPANY AGREES NOT TO DISCLOSE ANY INFORMATION ON TBOXCLOUD BUSINESS INCLUDING, BUT NOT LIMITED TO, PRICING, SERVICES, AND SOLUTIONS TO ANY THIRD PARTY UNLESS EXPLICITLY AGREED IN WRITING BY TBOXCLOUD.

c.     Maintenance of Confidential Information: The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information and shall take at least those measures that Receiving Party takes to protect its own Confidential Information and shall ensure that its employees, directors, and advisors, who need to have access to Confidential Information sign or have signed a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such personnel. The Receiving Party shall not make copies of Confidential Information unless the same are reasonably necessary. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information and reasonably support Disclosing Party in taking necessary remedial action.

d.    Return/ Destruction: All Confidential Information and all copies thereof which are in the possession of Receiving Party shall be promptly returned to the Disclosing Party on demand or destroyed in the manner so specified. Provided that Receiving Party may maintain as confidential archival copy of Confidential Information to the extent Receiving Party is required to maintain a record of the transactions under this Agreement.

e.     No License: Nothing in this Clause is intended to grant any rights to either party under any intellectual property rights in the Confidential Information of the other Party.

f.     The obligations stated in this Section shall survive termination or expiration of the term of the Agreement.

g.    Notification of Breach. TBoxCloud shall notify Company of any security breach as soon as commercially possible. "Security Breach" means any act or omission that compromises either the security, confidentiality or integrity of Personal Information or the physical, technical, administrative or organizational safeguards put in place by TBoxCloud that relate to the protection of the security, confidentiality or integrity of Personal Information. Without limiting the foregoing, a compromise shall include unauthorized access to or disclosure or acquisition of Personal Information.

h.     Personal Information. "Personal Information" means information provided to TBoxCloud by or at the direction of Company or its affiliates, or to which access was provided to TBoxCloud by or at the direction of Company or its affiliates, in the course of TBoxCloud’s performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, biometric, health, medical or medical insurance data, answers to security questions and other personal identifiers).


a.        Company IP and specifications: Notwithstanding anything contained to the contrary, Company shall retain all right, title and interest in and to Company IP. “Company IP” shall mean all information, data, software, tools and other materials developed by or for Company, outside TBoxCloud Services.  Company grants to TBoxCloud a non-exclusive, worldwide, royalty-free license to use the Company IP (if required) solely for the Deliverables. Company warrants that the work specifications provided by the Company or any Company IP do not infringe third party intellectual property rights.

b.       TBoxCloud IP: Notwithstanding anything contained to the contrary, TBoxCloud shall retain all right, title and interest in and to TBoxCloud IP. “TBoxCloud IP” shall mean all information, methodologies, data, software, tools and other materials developed by or for TBoxCloud including any configuration to its pre-existing products.

c.        Residuals: “Residuals” means general know-how and skills developed by TBoxCloud’s personnel during the course of performance of the Services, provided that in no event shall Residuals include any of Company Pre-Existing IP or Confidential Information.  TBoxCloud is free to use Residuals with its products and services.


TBoxCloud has the full power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder.  The execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or constitute a default under any other agreement to which TBoxCloud is party.

Company has the full power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder.  The execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or constitute a default under any other agreement to which Company is party.

Each Party is exclusively and independently responsible for:

1.       Its own compliance with the terms and conditions of this and any other related Agreements.

2.       The appointment of responsibility and authority to its project members.

3.       The actions and outcome of its project members.


TBoxCloud warrants that Services will be delivered in a workmanlike manner and in conformity with generally prevailing industry standards. TBoxCloud warrants material performance on TBoxCloud Hosted Solutions.


Company must report, in writing, any material deficiencies within ninety (90) days of performance in order to receive warranty remedies.  Company’s sole remedy for breach of the foregoing warranty shall be re-performance of the materially deficient services as described and warranted within a reasonable time. Should TBoxCloud be unable to so re-perform, it will refund Company all prepaid fees for the deficient service.






a.        TBoxCloud will defend Company against any claim, demand, suit or proceeding made or brought against Company by a third party alleging that the use of a purchased service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify Company under a court-approved settlement of the claim against Company provided that Company (a) promptly give TBoxCloud written notice of the claim (b) give TBoxCloud sole control of the defense and settlement of the claim (c) give TBoxCloud all reasonable assistance to defend against the claim. If TBoxCloud receives information about an infringement or misappropriation claim related to a service, TBoxCloud, in its discretion and at no cost to Company (i) modify the service so that it no longer infringes or misappropriates, without breaching the warranties in Section 3 above, or (ii) terminate the use of the service upon thirty (30) days’ written notice and refund Company any prepaid fees covering the remainder of the term of the terminated Agreement. The above defense and indemnification obligations do not apply to the extent a claim against Company arises from anything other than the aforementioned and/or Company breach of this Agreement.


b.       Company will defend TBoxCloud against any claim, demand, suit or proceeding made or brought against TBoxCloud by a third party alleging that Company’s data, or use of any TBoxCloud service in breach of this Agreement infringes or misappropriates such third party’s intellectual property rights or violates applicable law, and will indemnify TBoxCloud from any damages, attorney fees and costs finally awarded against TBoxCloud as a result of , or for any amounts paid by TBoxCloud under a court-approved settlement of a claim against TBoxCloud provided TBoxCloud (a) promptly give Company written notice of the claim against TBoxCloud, (b) give Company sole control of the defense and settlement of the claim against TBoxCloud and (c) give Company all reasonable assistance.


c.        Neither party may settle a claim unless it unconditionally releases the other party of all liability.


In no event shall either party be liable to the other for any indirect, incidental, special, consequential, reliance, cover or lost profits damages, whether in contract or tort, even if the other party has been advised of the possibility of such damages. Neither party's aggregate liability for damages hereunder shall exceed the total amount of fees paid and/or due by Company for the Services purchased.



TBoxCloud is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties. Each party shall be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.



All notices and inquiries shall be communicated in writing by hand delivery, courier service, or email at the addresses set forth below:





Company Name:


Company Name:

TBoxCloud, Inc.

Attention to:


Attention to:





3350 Shelby Street, Suite 200 Ontario, CA, 91764




By Email:





With a copy to:


With a copy to:

By Email:


No failure by either party hereto, to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder by either party preclude any other or future exercise of any right hereunder by that party.


If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Terms will remain in effect.


None of the Agreements are assignable by either party in whole or in part without the written consent of the other party. Notwithstanding the foregoing, either party may assign or transfer any of the Agreements to any of its Affiliates. The Agreements shall be assigned to the acquiring party or the merged entity in the event of a merger or a sale of all or a substantial portion of such party’s assets or stock or transfer of persons.


Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.


This Agreement shall be construed and governed by the laws of the State of California without regard to principles of conflict of laws.


The parties agree to negotiate in good faith to resolve any dispute between them regarding the Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of parties, then each party’s designated representative (“Representatives”) shall, within thirty (30) days of a written request by either party to call such a meeting, meet either in person or through any other media and alone (except for one assistant for each party) and shall attempt in good faith to resolve the dispute. The meeting and subsequent arbitration shall take place in Los Angeles County, California.

If the disputes cannot be resolved by such Representatives in such meeting, the parties shall conduct arbitration in the State of California, in English, in accordance with the rules of the International Chamber of Commerce (“Rules”) or such other rules as the parties shall agree.  

a.        The parties agree that the dispute shall be settled by a sole arbitrator appointed in accordance with the said Rules, and the sole arbitrator so appointed shall be referred to herein as an “Arbitrator.”

b.       Following the appointment of the Arbitrator, the Arbitrator shall set forth the schedule and timing of the arbitration proceedings in accordance with the applicable provisions of the Rules.

c.        Upon rendering an award or a decision, the Arbitrator shall set forth in writing findings of fact, conclusions of law and a reasoned opinion explaining the basis of such award or decision, and shall make a determination of which party shall be considered the prevailing party, which determination shall be consistent with such reasoned opinion. 

d.       The Arbitrator shall be empowered to issue injunctive or other equitable relief.

e.        Judgment on the award or any other final or interim decision rendered by the Arbitrator may be entered, registered or filed for enforcement purposes in any court having jurisdiction thereof. 

f.         Nothing in this Section shall prevent, or be construed as preventing, a party from seeking injunctive or other equitable relief in a court of appropriate jurisdiction.


The Agreements shall constitute the complete agreement between the parties respecting the subject matter. The Agreements may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. The Agreements supersede all previous agreements between the TBoxCloud and Company, whether oral or written, regarding subject matter hereof. Standard terms and conditions of a Purchase Order or an Invoice or any similar document whether hosted on a party’s website or otherwise, shall be ineffective.  There is no intended third party beneficiaries to this Agreement unless expressly stated.


IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives as of the Effective Date written above.












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