Terms and Conditions

Last Updated: October 15, 2025

Please read the following terms and conditions (“Terms”) carefully. They create a binding legal contract between you, your employees, agents, and contractors, and any other entity on whose behalf you accept these Terms (collectively, “You” or “Your”) and SB Technology, Inc. (“SB Technology”, “we”, “us”, or “our”) governing Your use of our website, or other internet services under the control of SB Technology, Inc. whether partial or otherwise, and related features, content, products, and services (collectively, “Services”). Among other things, these Terms describe Your responsibilities and limit our liability.

IF YOU DO NOT AGREE TO ALL THE FOLLOWING TERMS NOW OR IN THE FUTURE, DO NOT USE THE SERVICES IN ANY MANNER. BY ACCESSING THE SERVICES IN ANY WAY, YOU AGREE TO AND ARE BOUND BY THESE TERMS.

Under Section 9 below, any disputes or claims related to these Terms will be resolved by arbitration to the extent permitted by law. These Terms contain a waiver of any rights to sue in court, including through a class action. You may opt-out of these provisions by following the instructions in Section 9.

1. TERMS GENERALLY APPLICABLE TO THE SERVICES.

1.1. Eligibility. To be eligible to use the Services, You must, and You represent and warrant that You do, meet the following criteria: (a) are 18 years of age or older; (b) are not currently restricted from or otherwise prohibited from using the Services, (c) are not a competitor of or using the Services for reasons that are in competition with SB Technology;  (d) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which You are a party; and (e) will not violate any rights of SB Technology, including intellectual property rights such as copyright or trademark rights

1.2. Applicable Laws and this Agreement. You will comply with all applicable laws, ordinances, regulations, and these Terms.

1.3. Use of the Services. You will use the Services only to post, send, and receive content and materials that are proper. You will not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorized access to any account, computer systems, or networks associated with the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.

1.4. User Conduct. SB Technology does not screen or control users of its Services and, is not responsible for, and makes no representations or warranties with respect to any user or user conduct, though SB Technology has the right to monitor such information. You are solely responsible for Your interaction with or reliance on any user or user conduct.

1.5. Limited License. SB Technology grants You a limited, revocable, non-exclusive, non-assignable, non-sublicensable license, and right to (a) access and use the Services through a generally available web browser or mobile device (but not through scraping, spidering, crawling, or other technology or software used to access data without the express written consent of SB Technology); and (b) view information and use the Services that we provide in accordance with these Terms. Any other use of the Services is strictly prohibited. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items.

2. YOUR SUBMISSIONS

2.1. Your Content. You are solely responsible for all content or information that You upload, post, or otherwise transmit via the Services.  

2.2. Submissions. Unless SB Technology has entered into a separate written agreement with You that explicitly states to the contrary, SB Technology can use and freely exploit any information, feedback, questions, comments, or the like that You provide to SB Technology in connection with the Services (“Submissions”) on a non-confidential and non-proprietary basis and the Submissions will become and remain the property of SB Technology.

3. MODIFICATION/TERMINATION OF TERMS AND/OR SERVICES

We may at any time, without notice and for any reason in our sole discretion, modify or discontinue the Services, delete Content, or terminate or restrict your access to the Services. In addition, these Terms may be changed at any time. We will notify you of such changes by posting them. You should check the Services for such changes frequently. Your continued access of the Services after such changes have been posted conclusively demonstrates your acceptance of those changes

4. THIRD PARTY LINKS, FUNCTIONALITY, AND TRANSACTIONS

4.1. SB Technology or its users may provide a link to other sites, including for advertising and promotional purposes, by allowing the user to leave the Services to access third-party material or by bringing the third-party material into the Services via “inverse” hyperlinks and framing technology (each a “Linked Website”). SB Technology has no control over the content on a Linked Website and is not responsible for the operation of any Linked Website. SB Technology is offering these links to You as a convenience only, and the fact that SB Technology has provided or allowed a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers.

4.2. Our Services may allow You to use third-party content and functionality. You use such content or functionality subject to such third parties’ terms and conditions. We make no promises and disclaim all liability of specific results from the use of the Services.

5. SB TECHNOLOGY INTELLECTUAL PROPERTY AND PROHIBITIONS

5.1. All materials, including without limitation, any software, training materials, or documentation, available through the Services and not provided by users of the Service are the property of SB Technology, affiliated companies and/or third-party licensors, and are protected by copyrights, trademarks, and other intellectual property rights. All trademarks, service marks, and trade names are proprietary to SB Technology, or affiliated companies and/or third-party licensors. You cannot use our logo or trademarks without our written permission.

5.2. You agree to abide by all applicable laws and not to (a) upload, transmit, post, email, or otherwise make available through the Services any material in any format that (i) is false, inaccurate, misleading, fraudulent, unlawful, harmful, threatening, tortious, defamatory, vulgar, invasive of another's privacy, or libelous; (ii) infringes any third party's intellectual property or other proprietary right or rights of publicity or privacy; or (iii) contains viruses, worms, Trojan horses, time bombs, corrupted files, or any other software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of the Services or any computer software or hardware or equipment associated with the Services; (b) alter, remove, obscure or falsify any attributions, trademark, copyright or other proprietary designations of origin or source of the Services; (c) impersonate any person or entity; (d) attempt, through any means, to gain unauthorized access to the Services in a way not intended by us or for any unlawful purpose, or another person’s account or information on or through the Services; (e) use any robot, scraper, spider, or any other automatic device or manual process to monitor or copy the Services or any content unless we have authorized such use; (f) take any action that imposes an unreasonable or disproportionately large load on the Services; (g) take any action that creates liability for us or causes us to lose any of the services of our business partners, vendors or suppliers; (h) take any action that would cause us to violate any applicable law, statute, ordinance or regulation, or that violates these Terms; (i) attempt to tamper with, alter, disable, hinder, by-pass, override, or circumvent any security, reliability, integrity, restriction or requirement of the Services; (j) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (k) access the Services or content in order to build a competitive product or service, copy any features, functions or graphics of the Services or content or monitor the availability and/or functionality of the Services or content for any benchmarking or competitive purposes.You may use the Services and the contents contained in the Services solely for Your own individual non-commercial and informational purposes. Any other use, including for any commercial purposes, is strictly prohibited without our express prior written consent. Any rights not expressly granted herein are reserved.

6. INDEMNIFICATION

6.1. You will indemnify, defend, and hold harmless the Released Parties (as defined below) from and against any claim or demand, including reasonable attorneys’ fees, made by any third party relating to or arising out of Your content, Your Submissions, or Your use of the Services, including without limitation, Your use of any information You learn from Your use of the Services, and for Your breach of these Terms. You are solely responsible for any claims brought by a third party, including, for Your use of any information You learn from Your use of the Services.

7. DISCLAIMER OF WARRANTIES

7.1. YOUR ACCESS TO, USE OF, AND RELIANCE ON THE SERVICES IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. THE RELEASED PARTIES (AS DEFINED BELOW) DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.2. THE RELEASED PARTIES DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (A) THE ACCURACY, LEGALITY, OR RELIABILITY OF ANY OPINION, ADVICE, INFORMATION, OR STATEMENT MADE THROUGH THE SERVICES OR PROVIDED ON THE SERVICES BY ANY PARTY, OR (B) ANY CONTENT PROVIDED ON OR CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM LINKED WEBSITES. THE RELEASED PARTIES FURTHER MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SB TECHNOLOGY, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

8. LIMITATION OF LIABILITY

8.1. THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY ACCESS TO, USE OF, OR RELIANCE ON THE SERVICES BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES, OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO SB TECHNOLOGY OR CONTENT, INFORMATION, OR SERVICES ACCESSED OR OBTAINED THROUGH THE SERVICES. YOU ASSUME ALL RISK ASSOCIATED WITH DEALING WITH THIRD PARTIES. YOU WILL RESOLVE DISPUTES DIRECTLY WITH OTHER PARTIES. YOU RELEASE THE RELEASED PARTIES OF ALL CLAIMS, DEMANDS, AND DAMAGES IN DISPUTES AMONG USERS OF THE SERVICES. YOU WILL NOT TO INVOLVE US IN SUCH DISPUTES. PLEASE USE CAUTION AND COMMON SENSE WHEN USING THE SERVICES. “RELEASED PARTIES” INCLUDE SB TECHNOLOGY AND ITS AFFILIATES, AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS.

8.2. THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY PARTY ON OR THROUGH SERVICES; (E) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES.

8.3. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR USE OF SB TECHNOLOGY CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

9.  ARBITRTION AND DISPUTES

ANY dispute, claim, or controversy arising out of or relating to these Terms, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by individual arbitration. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in New York. The arbitration will be conducted by a sole arbitrator by NAM under its then-prevailing rules. All issues are for the arbitrator to decide, except a New York court has the authority to determine: (a) if a provision of this arbitration section should be severed and the consequences of that severance; (b) whether the P\parties have complied with conditions precedent to arbitration; and (c) whether an arbitration provider is available to hear the arbitration. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrators may not award any punitive, incidental, indirect, special, or consequential damages, including, but not limited to, damages for lost profits.

Any dispute resolution proceeding arising out of or relating to these Terms, including without limitation arbitration, will be conducted only on an individual basis and not in a class or representative action on behalf of others. There is no right for any dispute hereunder to be brought or heard as a class arbitration, class action, private attorney general action, the consolidation of arbitrations or actions brought on behalf of third parties. For any matters which are not subject to arbitration as set forth in these Terms, you hereby expressly consent to exclusive jurisdiction and venue in the courts located in California. To the extent permitted by applicable law, any claims asserted by you in connection with the System and Content must be asserted in writing to us within one (1) year of the date such claim first arose, or such claim is forever waived by you.

You may opt-out of and not be bound by the arbitration and class action waivers set forth above by contacting us at legal-notices@sandboxaq.com within 30 days of the date you first access the Sites. If you timely opt-out, we will also not be bound by the arbitration and class action waiver provisions. If you do not timely opt-out, these provisions will apply to you and us.

10. MISCELLANEOUS

10.1. This Agreement will be governed by the laws of the State of New York without regard to conflict of laws principles.

10.2.  You agree that we may send to you any notices or other communications regarding the Services and your interactions with the Services and us (including transactions) in electronic form (such as emails, texts, mobile device notifications, and notices for the Services) and that such electronic form will satisfy any legal requirements that communications or notices be in writing.

The Services are controlled and operated by us from our offices in the United States. We make no representation that that the Sites are available in, appropriate for or comply with laws outside the United States. If you access the Sites outside the United States, you do so at your own risk and are responsible for complying with your local laws and regulations; provided, however, that you agree that your access to the Sites does not subject us to any laws, regulations or jurisdictions of any area outside the United States.

If any part of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Our failure to partially or fully exercise any rights or our waiver of any breach of these Terms shall not prevent our subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of these Terms. Our rights and remedies under these Terms and any other applicable agreement between us and you shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.

You may not assign these Terms or any license set forth herein, in whole or in part, without our prior written consent. We may assign these Terms (including, for the avoidance of doubt, any account and transaction information we have) without your consent, to an affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of these Terms shall be null and void. These Terms shall be binding on all permitted assignees.