Service Agreement

Last updated on:  April 15, 2026

1. Purpose

Inno Valley Works and Client signing the agreement to establish the terms pursuant to which Client will purchase, and Company will provide, access to Company’s proprietary solution that allows Client to message and communicate with their stakeholders through channels such as messaging, Voice.

2. Definitions

2.1 Company

“Our,” “Company,” “Us,” “Inno Valley Works”, “WatBox” refers to Inno Valley Works LLC, its affiliates, subsidiaries, and assigns.

2.2 Client

“User”, “Client”, “Customer” refers to any individual, entity, or organization accessing or using the services, or applications provided by Inno Valley Works LLC.

2.3 Messaging Services

“Messaging Services” means the messaging and communication services made available through the Platform, enabling the Client to send, receive, and manage Messaging Data on behalf of the Client across multiple channels, including but not limited to WhatsApp (via Meta), SMS, voice, and other supported communication channels, including integrations with Salesforce and other third-party systems.

2.4 Client Data

"Client Data" means the content, data, and information input into the Platform by or on behalf of Client or transmitted via the Messaging Services. Client Data includes Messaging Data but does not include Usage Data.

2.5 Messaging Data

"Messaging Data" means any messages, communications, information, data, text, sound, sender, recipient or similar information, transmitted via the Messaging Services.

2.6 Usage Data

“Usage Data” means anonymized and aggregated data derived from the use of the Platform that does not identify Client or its Users and may be used by Company for analytics, improvement, and benchmarking purposes.

2.7 Third-Party Services

"Third-Party Services" means services, software, products, applications, integrations, and other features or offerings that are provided by Customer or obtained by Customer from a third party.

3. Usage and Access Rights

3.1 Right to Use the Platform

Subject to the terms and conditions of this Agreement, including Client’s payment of all applicable fees, Company grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license, during the term of this Agreement, to access and use the Platform for its lawful business purpose in accordance with the terms and conditions of this Agreement and subject to any usage limitations set forth in the applicable SOF (the “Usage Limitations”). If a SOF indicates that Client has the right to use the Platform on a trial basis, and notwithstanding the foregoing and subject to the terms of this Agreement, Client may access and use the Platform on a trial basis and free of charge for the period set forth in the applicable SOF (“Trial Period”). Client’s right to access and use of the Platform will automatically terminate following such Trial Period, unless Client has paid in full all applicable fees in accordance with this Agreement. Clients will be liable for the acts and omissions of all Users. Client shall not, and shall not permit any User to, use the Platform except as expressly permitted under this Agreement. Client is responsible for Users’ compliance with this Agreement.

3.2 Usage Restrictions

Customer shall not, and shall not permit its Authorized Users or others under its control to, do the following with respect to the WatBox Services:

• license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the WatBox Services or Documentation available for access by third parties except as otherwise expressly provided in the Agreement;
• access or use the WatBox Services or Documentation for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the WatBox Services, or (ii) allowing access to its Account by a direct competitor of WatBox;

3.3 Suspension of Access

Company may suspend any use of the WatBox Services or that WatBox reasonably and in good faith believes violates Section 3.2 above. WatBox will use commercially reasonable efforts to notify Customer prior to any such suspension or disablement, unless WatBox reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like); or (b) it is necessary to delay notice in order to prevent imminent harm to the WatBox Services or a third party. Under circumstances where notice is delayed, WatBox will provide notice if and when the related restrictions in the previous sentence no longer apply.

3.4 Legal Compliance Responsibility

Client is solely responsible for obtaining and maintaining all necessary consents, opt-ins, permissions, and approvals required under applicable laws and regulations for sending communications through the Services. Client shall ensure that all Messaging Data and communications comply with applicable laws, including but not limited to communication, privacy, and data protection laws. Company shall not be responsible or liable for any non-compliance by Client with such laws.

4. Platform Availability; Third Party Integrations

4.1 Dependency on Third-Party Services

Client acknowledges that access to and use of the Platform is dependent on the availability and proper functioning of third party service providers and that Company has no control over such third party service providers. Company disclaims any and all responsibility and liability to Client for Client’s or any of its Users’ inability to access or use the Platform, or degradation of the performance of the Platform, to the extent caused by issues, problems, or malfunctions of, or inaccessibility to third party owned or controlled technology.

4.2 Third-Party Terms and Limitations

Some features and functionality provided by the Platform are dependent on third-party services and may be subject to additional terms and conditions which Client and its Users must agree to in order to access and use those features and functionality. Company makes no representation or warranty and shall have no liability or obligation whatsoever in relation to the use of, or inability to use, any such third-party features or functionality, or any contract entered into by Client or any of its Users, with any such third party. Any use by Client or its Users of any third-party services, and any exchange of data between Client and its Users and any third-party service is solely between Client and its Users and the applicable third-party service provider. Client acknowledges and agrees that the Platform could lose features or functionalities if Client or its Users no longer has access to those third-party services. Company does not guarantee any feature or function of the Platform will be available at any given time, and Company reserves the right to modify the features or functionality provided by the Platform at any time.

4.3 External Service Dependencies

The Platform and Services may depend upon or integrate with third-party services including but not limited to telecommunications providers, messaging platforms, CRM systems, cloud infrastructure, APIs, and artificial intelligence services. Company shall not be responsible for any delays, delivery failures, interruptions, or degradation caused by such third-party services.

5. Ownership

5.1 Ownership of Customer Data

Customer Data processed using the WatBox Services is and will remain, as between Customer and WatBox app, owned by Customer. Customer hereby grants WatBox the right to process, transmit, store and disclose Customer Data in order to provide the WatBox Services to Customer, solely in accordance with the terms of the Agreement.

5.2 Ownership of WatBox Platform

WatBox app is developed and owned by Inno Valley works for enabling messaging, voice channels from Salesforce. Company expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the Inno Valley Works’s WatBox for Salesforce Solution (or any part thereof). All right, title and interest in the Inno Valley Works Property will remain with Inno Valley Works. For greater certainty, the Inno Valley Works Property is licensed and not “sold” to Customers.

6. Trademark License

During the Term, Client hereby grants to Inno Valley Works a worldwide to use Customer’s trademarks and logos made available to Inno Valley Works LLC by Customer as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Inno Valley Works WatBox Solution, including listing the Customer on the Inno Valley Works Website; and only in accordance with Customer’s reasonable trademark usage guidelines, as updated by Customer from time to time. Customer may require Inno Valley Works to cease using Customer’s trademarks and logos if, in the reasonable opinion of Customer, the continued display of Customer’s trademarks and logos would cause a materially adverse effect on Customer’s image and the goodwill associated therewith.

7. Support

Customers have access to all the knowledge published on the WatBox.ai Website. Customers will generally have access to Company technical support team from 05:00am to 02:00pm EST on weekdays (other than holidays observed by Inno Valley Works) through email support support@innovalleyworks.com, or call +1 (331) 304-3757

8. Fees and Taxes

8.1 Payment of Fees

Client shall pay to Company the fees identified in the applicable SOF and SOW (the “Fees”) in accordance with the terms of this Agreement. In order to access and use the Platform, Client must pay the applicable Fees for access to the Platform in advance in accordance with this Agreement.

8.2 No Refund Policy

Clients are not eligible for a refund or reduction in Fees for unused messages. In addition to any other rights granted to Company herein, Company reserves the right to suspend the Services if Client fails to pay any undisputed amount owed when due.

8.3 Tax Responsibilities

The Fees do not include any taxes or duties of any kind, which may be imposed by any governmental entity on the transactions contemplated by this Agreement, and Client shall be solely responsible for all such taxes other than taxes based solely on Company’s income.

8.4 Pricing Adjustments

Any increase in subscription pricing (excluding support and resource-based Services) for the renewal term shall be based on the pricing in effect at the time of renewal or as otherwise mutually agreed between the parties, provided that Customer renews its entire then-current subscription volume. Thereafter, any increase in subscription and support pricing will be in accordance with pricing in effect at the time of renewal or as otherwise agreed to by the parties.

8.5 Service Modifications

Services Reduction: Customer wishes to replace its opted Services with the services listed in the available Services table contained in the Order Form. Any credits or debits applicable to fees paid or owed in relation to such Users under such existing Order Form(s) will be applied to this Order Form.

8.6 Additional Service Costs

Any resources required for support, customization, or development of additional features specific to the Client shall be subject to separate scoping, estimation, and execution under a mutually agreed Statement of Work (“SOW”) and may incur additional fees.

9. Term and Termination

9.1 Agreement Duration

This Agreement shall be effective on the Effective Date and shall continue until terminated as allowed herein. Each SOF and SOW shall become effective when duly signed by each of the parties and shall continue in effect through the term stated in the applicable SOF and SOW, unless terminated earlier by either party in accordance with this Agreement.

9.2 Termination by Notice

Either party may terminate this Agreement if there is no SOF or SOW in force or effect by delivering at least thirty (30) days’ prior written notice of termination to the other party.

9.3 Effects of Termination

Upon termination of this Agreement for any reason, the rights granted to Client hereunder will immediately terminate, all SOFs and SOWs shall immediately terminate, Client shall immediately discontinue any use of the Platform, and all amounts owed to Company under this Agreement before such termination will be due and payable in accordance with Section 9. Termination shall not relieve Client of the obligation to pay any Fees accrued or payable to Company prior to the effective date of termination.

10. Warranties

The company warrants that it will take reasonable care and use commercially reasonable efforts in arranging and provisioning of the Platform and the Services will be performed in a good and workmanlike manner, in accordance with this EULA. The preceding are the only warranties and override all other warranties, conditions and representations, express or implied, including fitness for purpose, merchantability, non-infringement.

Accessibility to and functionality of WatBox may be compromised on your web browser, mobile device(s), and/or operating systems. The company cannot guarantee your internet access, including its availability and quality. You are responsible for ensuring internet access for consumption of Services. Additionally, the company relies on third party services for delivering its messaging and calling Services. Consequently, changes made by business messaging SaaS tools and applications to the messaging platform may impact or even disrupt the Services. You acknowledge that the company has no control over the delivery of Services by the messaging platform or its technical setup. This may result in the Company being unable to provide Services to you in part or in whole. In such cases, both parties reserve the right to terminate this agreement on mutually agreed terms.

10.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS. CLIENT ASSUMES ALL RESPONSIBILITY FOR SELECTION OF THE PLATFORM TO ACHIEVE ITS INTENDED RESULTS AND FOR THE USE OF AND RESULTS OBTAINED FROM USE OF THE PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET CLIENT’S REQUIREMENTS, BE UNINTERRUPTED, OR ERROR-FREE.

11. Indemnity

11.1 Client Indemnification

Client shall defend, indemnify and hold Company and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorneys’ fees and costs), arising out of or related to any one or more of the following: (a) Client’s use of the Platform in violation of applicable law, rule or regulations, (b) Client’s breach of the AUP, and (c) Company’s use of any Client Data in accordance with this Agreement or Client’s use of any Client Data.

11.2 Third-Party Infringement Protection

If any action is instituted by a third party against Client based upon a claim that the Software infringes a United States patent, copyright or trademark, then Company will defend such action at its own expense on behalf of Client and will pay all damages attributable to such claim which are finally awarded against Client or paid in settlement of such claim.

Company may, at its option and expense, and as Client’s exclusive remedy hereunder: (a) procure for Client the right to continue using the Platform; (b) replace or modify the Software so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and Client’s access to the Platform and refund any amounts previously paid for access to the Platform attributable to the remainder of the then-current term of this Agreement.

Company will have no liability to Client for any infringement action that arises out of: (i) a breach of the terms and conditions of this Agreement by Client, (ii) use of the Platform after it has been modified by Client or a third party without Company’s prior written consent, or (iii) use of the Platform in combination with any other service, equipment, software or process not provided by Company where such combination is the basis for the infringing activity.

12. Limitation of Liability

12.1 Exclusion of Damages

Except for a party’s obligations under Sections 11.1 (Client Indemnity) or 11.2 (Third-Party Infringement), under no circumstances will either party, its licensors, or partners be liable for loss of profits, business or data (even if the same were judged by a court to be direct losses) or for any consequential, special, indirect, incidental or punitive damages whatsoever (including, without limitation, damages for business interruption, loss of business information or other such pecuniary loss), whether based on breach of contract, tort (including negligence), strict liability, product liability or otherwise, arising out of the use or inability to use the platform, even if advised of the possibility of such damages.

12.2 Liability Cap

Except for a party’s obligations under Sections 11.1 (Client Indemnity) or 11.2 (Third-Party Infringement), in no event shall either party or its licensors’ aggregate liability for damages arising out of this agreement exceed the license fees paid by client for the services for the immediately preceding twelve (12) month period.

12.3 Basis of Agreement

The foregoing limitations shall apply notwithstanding any failure of their essential purpose. The above warranty disclaimer and limitations of liability and damages inure to the benefit of company’s licensors. Client acknowledges and agrees that this section (Limitation of Liability) is an essential basis of the bargain between client and company.

13. Confidentiality

13.1 Use and Protection of Confidential Information

During and after the Term, Recipient will: (a) use the Confidential Information of the disclosing Party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its Affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

13.2 Legal Disclosure Requirements

If Recipient is required by law to disclose Confidential Information of the disclosing Party, Recipient will give prompt written notice to the disclosing Party before making the disclosure, unless prohibited from doing so by legal or administrative process, and cooperate with the disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.

13.3 Ownership of Confidential Information

Recipient acknowledges that, as between the Parties, all confidential information it receives from the disclosing Party, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by the disclosing Party. Nothing in the Agreement grants Recipient any right, title or interest in or to any of the disclosing Party’s confidential Information. Recipient’s incorporation of the disclosing Party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.

13.4 Remedies for Breach

Recipient acknowledges that any actual or threatened breach of this Section 12 (Confidentiality) may cause irreparable, non-monetary injury to the disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the disclosing Party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing Party at law and/or in equity, to prevent or mitigate any breaches of the Agreement or damages that may otherwise result from those breaches. Absent written consent of the disclosing Party to the disclosure, the Recipient, in the case of a breach of this Section 12 (Confidentiality), has the burden of proving that the disclosing Party’s Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 12 (Confidentiality).

14. Miscellaneous

14.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any disputes arising out of or in connection with this Agreement.