Portal Terms of Use

1. Acceptance of Terms

These Terms of Use (“Terms”) govern your access to and use of the software platforms and related web and mobile applications provided by Rocking Cube LLC (“Company,” “we,” “us,” or “our”), including the BrainBox and ElasticShelf solutions (collectively, the “Portal”).

The Portal is made available to organizations such as agencies, providers, and other enterprise customers (each, a “Customer”) under a separate SaaS Services Agreement. These Terms apply to individuals who are authorized by a Customer to access the Portal (for example, employees, contractors, and staff) (“Users”).

By accessing or using the Portal, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Portal.

2. Relationship to Customer Agreement

If you are accessing the Portal as a User of a Customer, your use is also governed by the SaaS Services Agreement (and any applicable Business Associate Agreement) between Company and that Customer (collectively, the “Customer Agreement”). In the event of a conflict between these Terms and the Customer Agreement, the Customer Agreement will control as between Company and the Customer.

Nothing in these Terms is intended to modify any rights or obligations of Company or the Customer under the Customer Agreement.

3. User Accounts and Access

To use the Portal, you must be authorized by a Customer and create (or be assigned) a user account. You agree to:

• Provide accurate and complete account information.
• Keep your login credentials confidential and not share them with anyone.
• Use strong, unique passwords and comply with any security requirements set by the Customer or Company.
• Notify your organization and/or Company immediately if you suspect unauthorized access or use of your account.

Customers are responsible for managing and controlling user access, including adding, modifying, and removing User accounts when roles change or employment ends.

4. Permitted Use

You may use the Portal solely:

• For the legitimate business purposes of the Customer that sponsors your access.
• In accordance with these Terms, the Customer Agreement, and any applicable policies.
• In compliance with all applicable laws and regulations (including privacy and confidentiality obligations).

5. Prohibited Conduct

You may not, and you agree not to permit others to:

• Access or use the Portal for any unlawful, fraudulent, or unauthorized purpose.
• Attempt to gain unauthorized access to any accounts, systems, or networks connected to the Portal, including by hacking, password mining, or other illicit means.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software used in the Portal, except to the extent permitted by applicable law.
• Interfere with or disrupt the operation of the Portal or the servers or networks used to make the Portal available.
• Upload, transmit, or store any malicious code, viruses, or harmful components.
• Use the Portal to transmit or store content that is defamatory, harassing, obscene, discriminatory, or otherwise objectionable or unlawful.
• Circumvent or attempt to circumvent security or access controls implemented in the Portal.

6. Customer Data

“Customer Data” means any information, records, documents, or other content that a Customer or its Users submit to or store in the Portal, including information about staff, clients, services, visits, notes, timesheets, or similar operational data.

As between Company and Customer, Customer owns all right, title, and interest in and to Customer Data, subject to the rights granted to Company under the Customer Agreement. Company processes Customer Data solely on behalf of the Customer and in accordance with the Customer Agreement and applicable law.

You acknowledge that your access to Customer Data is granted by the Customer, and your use of such data is subject to the Customer’s internal policies and any confidentiality obligations you owe to the Customer and to the individuals whose information is represented in the Portal.

7. Intellectual Property

The Portal, including all software, interfaces, graphics, text, and other content provided by Company (excluding Customer Data), and all associated intellectual property rights, are and will remain the exclusive property of Company and its licensors.

Except for the limited rights expressly granted under these Terms and the Customer Agreement, no license or other rights are granted to you or to any Customer in or to the Portal or Company’s intellectual property.

You agree not to remove, alter, or obscure any proprietary notices (including copyright, trademark, and other intellectual property notices) appearing on or within the Portal.

8. Availability, Changes, and Maintenance

Company will use commercially reasonable efforts to make the Portal available in accordance with the service levels described in the applicable Customer Agreement.

We may update, modify, or discontinue features of the Portal from time to time to improve functionality, security, or performance, or to comply with legal or regulatory requirements. Where changes are material, we will coordinate with the Customer to provide appropriate notice.

9. Mobile App, Timekeeping, and Location Features

If you use a Portal mobile app (for example, for visit documentation, check-ins, or timekeeping), you acknowledge that:

• The app may collect device and location information at the time of check-in or other relevant events, as configured by the Customer.
• Location and time data are used only for Customer-authorized purposes such as verifying visit locations, documenting services, and supporting billing, auditing, or compliance.
• You must follow your organization’s policies regarding the use of mobile devices, GPS features, and attendance tracking.

10. Privacy

Your use of the Portal is subject to the Portal Privacy Policy, which explains how Company collects, uses, and protects information processed through the Portal. The Privacy Policy is incorporated into these Terms by reference.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT DEFECTS WILL BE CORRECTED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO ANY DIFFERENT LIMITATIONS SPECIFIED IN THE APPLICABLE CUSTOMER AGREEMENT, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PORTAL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PORTAL OR THESE TERMS SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO COMPANY FOR THE PORTAL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR SUCH OTHER LIMITATION AS MAY BE SET FORTH IN THE CUSTOMER AGREEMENT.

13. Indemnification by Users

To the extent permitted by law, you agree to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your violation of these Terms or any applicable law or regulation; or
• Your misuse of the Portal or unauthorized use of Customer Data.

Any indemnification obligations of the Customer to Company will be governed by the Customer Agreement.

14. Suspension and Termination

Company may suspend or terminate your access to the Portal immediately if:

• Requested or authorized by the Customer; or
• Company reasonably believes that your use of the Portal violates these Terms, the Customer Agreement, or applicable law; or
• Your use poses a security risk or may adversely impact the Portal or other users.

Termination of your user account does not, by itself, terminate the Customer Agreement. Termination of the Customer Agreement will be handled in accordance with its terms.

15. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the “Effective Date” at the top of this page. In some cases, we may provide additional notice (such as through the Portal or to Customer administrators) where required by law or where changes are material.

Your continued use of the Portal after the effective date of any updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Portal.

16. Governing Law

These Terms are governed by the laws specified in the applicable Customer Agreement. If no governing law is specified there, these Terms will be governed by the laws of the State of Texas, without regard to its conflict of laws principles.

17. Contact Information

If you have questions about these Terms or the Portal, please contact us at:

Rocking Cube LLC
Email: support @ rockingcube.com