END USER LICENSE AGREEMENT
Effective Date: August 1, 2023.
This End User License Agreement (“Agreement”) is a binding legal agreement between you (referred to as “User,” “you” or “your”) and Fiduciary In A Box, Inc. (“FIAB”, “we”, “our”, or “us”). This Agreement governs your use of our software solutions platform and related software and downloads provided by us (including without limitation any updates and upgrades thereto, and all features, content, and documentation provided with or for the foregoing) (collectively, the “FIAB Solutions”). Please read this Agreement carefully. By purchasing, opening, downloading, installing, using or otherwise accessing the FIAB Solutions you affirmatively consent to the terms of this Agreement. If you do not agree to all of its terms, you are not permitted to open, download, install, copy, or use the FIAB Solutions.
THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE “DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION; CLASS ACTION WAIVER” THAT AFFECTS HOW DISPUTES ARE RESOLVED BETWEEN YOU AND US. THESE PROVISIONS SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION REQUIREMENT AS EXPLAINED BELOW.
1. Your Use of the FIAB Solutions.
1.2. Institutional License; Retail License. Subject to Section 2 below and provided that you comply with the terms of this Agreement, you may access the FIAB Solutions through either (1) an Institutional License or (2) a Retail License (as defined below).
1.2.1. “Institutional License” refers to a single license granted by us to a business entity User (the “Institutional Administrator”) with one or more underlying linked Users (“Institutional Users”). The Institutional Administrator and Institutional Users shall be permitted to provide Employer Administrator access for up to ten (10) client groups (“Employer Groups”) per license, via such Institutional License in accordance with Section 1.2.2. below. This Agreement applies to Institutional Administrators, Institutional Users, and any other permitted Users in connection with your access of the FIAB Solutions. Institutional Administrators shall be responsible for and shall ensure Institutional Users’ compliance with the terms of this Agreement. You acknowledge and agree that you shall not exceed the number of permitted Employer Groups per Institutional License.
1.2.2. “Retail License” refers to a single, self-service license granted by us to an individual or single business entity with the following types of permitted Users: (1) administrative users (“Employer Administrators”), (2) collaborative users (“Team Members”), (3) read-only access limited users (“Committee Members”), and (4) read-only access to certain invited accounts (“Auditors”). This Agreement applies to Employer Administrators, Team Members, Committee Members, Auditors, and any other permitted Users in connection with your access of the FIAB Solutions. Employer Administrators shall be responsible for and shall ensure such permitted Users’ compliance with the terms of this Agreement.
1.3. Content. The FIAB Solutions contain: (i) materials and other items relating to us and our products and services, and similar items from our licensors, and other third parties, including all information, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, titles, themes, objects, characters, names, dialogue, locations, stories, animation, concepts, music, audio-visual effects, pictures, videos, copy, URLs, technology, software, interactive features, the “look and feel” of the FIAB Solutions, and the compilation, assembly, and arrangement of the materials of the FIAB Solutions and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of FIAB; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). We reserve the right to remove any Content from the FIAB Solutions for any reason, or no reason.
1.4. Digital Storefronts. The FIAB Solutions may be made available through a platform, participating third-party online store, application store, or other store authorized by us (“Digital Storefront(s)”). This Agreement and the availability of the FIAB Solutions through any Digital Storefront is subject to the additional terms and conditions set forth on or required by the applicable Digital Storefront and all such applicable terms and conditions are incorporated herein by this reference. You must comply with the Digital Storefront terms of service and any other Digital Storefront applicable rules or policies.
1.5. Third Party Services. We may provide access (paid or unpaid) to content, software, products, platforms, and services operated by companies or entities other than us (“Third Party Services”). If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk, and you understand that by using our FIAB Solutions you are directing the applicable company or entity to make Third Party Services available to you. You are responsible for your dealings with third parties. When you use the FIAB Solutions to access Third Party Services, the applicable terms of this Agreement and any applicable usage terms associated with the Third Party Services will govern your use of that Third Party Service. We do not endorse any Third Party Services made available or marketed on or through the FIAB Solutions. We do not license any intellectual property to you as part of any Third Party Services, and we are not responsible or liable to you or others for information or services provided by any Third Party Services or for the results obtained from using them.
2. Software License.
2.1. Limited License. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU HAVE NO RIGHT TO AND MUST NOT DOWNLOAD OR USE THE FIAB SOLUTIONS. Provided that you comply with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-assignable, non-sublicensable, personal, and non-transferable license to install and use one copy of the FIAB Solutions per device on a worldwide basis for use by only one person at a time, in each case for your personal, non-commercial use only. The FIAB Solutions may include third-party code. Any third-party scripts or code, linked to or referenced from the FIAB Solutions, are licensed to you by the third parties that own such code, not by us.
2.2. Scope of License. The FIAB Solutions is licensed, not sold, and we reserve all rights to the FIAB Solutions and Content not expressly granted by us, whether by implication, estoppel, or otherwise. The limited license granted in this Agreement (i) does not give you any ownership of, or any other intellectual property interest in, the FIAB Solutions and/or Content, and (ii) may be suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. Your unauthorized use of the FIAB Solutions and/or Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
2.3. Restrictions. The limited license granted in this Agreement does not give you any right to and you may not: (i) publish, copy, rent, lease, sell, export, import, distribute, or lend the FIAB Solutions or Content unless we expressly authorize you to do so; (ii) engage in any activity in connection with the FIAB Solutions or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to us; (iii) harvest or scrape any information from the FIAB Solutions or Content; (iv) disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer or modify the FIAB Solutions or Content; (v) interfere with the proper operation of or any security measure and/or circumvent or bypass any technological protection measures used by the FIAB Solutions or Content; (vi) infringe any intellectual property or other right of any third party; (vii) use the FIAB Solutions or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or (viii) otherwise violate this Agreement or any applicable third-party terms. You agree to comply with all local, state, federal, national, foreign, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the FIAB Solutions and Content. We are not liable for any violation of this Agreement by you or by any other user.
2.4. Prohibited Health Information. The FIAB Solutions and Content are not intended for any healthcare or other health-related purposes. Do not provide any health information to us. You understand and agree that the FIAB Solutions and Content are not subject to the U.S. federal Health Insurance Portability and Accountability Act (HIPAA), and FIAB is not a “Business Associate” as set forth under 45 C.F.R. § 160.103. As such, you represent, warrant, and covenant that you will not upload, provide, disclose, import, or otherwise make available any protected health information (as that term is defined under HIPAA or other applicable law) to FIAB or otherwise via the FIAB Solutions. To the extent permitted under applicable law, you further agree to defend, indemnify, and hold harmless FIAB and our officers, directors, employees, shareholders, agents, partners, successors and permitted assigns, from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any such information uploaded, provided, disclosed, imported, or otherwise made available to FIAB and/or the FIAB Solutions by you that may be subject to HIPAA or other applicable law. Failure to comply with this Section 2.4 may result in suspension or termination of your use and/or access of the FIAB Solutions.
2.5. Ownership. All right, title, and interest in and to the FIAB Solutions and the Content is the property of FIAB or our licensors, or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent permitted by applicable law.
3. Software Features.
3.1. Updates. We may provide patches, updates, or upgrades to the FIAB Solutions that may be required to continue using the FIAB Solutions. Such updates are subject to this Agreement unless other terms accompany the updates, in which case, those other terms apply. We aren’t obligated to make any updates available and we don’t guarantee that we will support the version of the system or device for which you purchased or licensed the FIAB Solutions.
3.2. Availability. The FIAB Solutions and Content may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change locations, you may need to re-acquire the FIAB Solutions or Content that were available to you and paid for in your previous region, if applicable. The FIAB Parties (defined below) are not liable for any disruption or loss you may suffer as a result of any occasional disruptions and outages in availability of the FIAB Solutions. In the event of an outage, you may not be able to retrieve your information that you’ve stored. We may suspend or terminate the availability of the FIAB Solutions and Content, in whole or in part, to any individual user or all users, for any reason, in our sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the FIAB Solutions, or upon notice from us, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the FIAB Solutions and Content.
3.3. Account Registration. Some elements of the FIAB Solutions may require that you register an account with us or with a Third Party Service. Such account registration and use will be subject to the terms and policies of this Agreement or other applicable policies, or the applicable Third Party Service. You agree that you are entirely liable for all activities conducted through your account, and any activity that results from use of your login name and password by you, or by any person to whom you may have disclosed your login and/or password, regardless of whether such disclosure was intentional or negligent. You may not sell or charge others for the right to use your account or transfer your account except as expressly permitted hereunder. We may take any action if we believe your account has been compromised, including, without limitation, suspending your access to and use of the FIAB Solutions.
3.4. Internet-Based Services. The FIAB Solutions may connect to the internet or a wireless network. Using the FIAB Solutions operates as your consent to the transmission of standard device information (including but not limited to technical information about your device, system, software, and peripherals) for internet-based or wireless services. If other terms are presented in connection with your use of services accessed, those other terms also apply and you agree to such additional terms by using such services. You are solely responsible for the maintenance and reliability of your internet connection at your own cost.
4. Governing Law and Jurisdiction. This Agreement is entered into in the State of New York and shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any state’s choice or conflict of law rules. For any claims not subject to binding individual arbitration, you and FIAB agree to submit to the exclusive jurisdiction of the state and federal courts in New York County, New York, and you and FIAB hereby consent to venue in and personal jurisdiction before such courts (but without prejudicing either party’s rights to remove a case to federal court if permissible). This paragraph will be interpreted as broadly as applicable law permits. We have the right to prosecute civil claims against you for any violation of this Agreement, or any other governing terms and conditions related to the FIAB Solutions, whether for breach of contract, violation of common law rights, or violation of any applicable state or federal statute.
5. Dispute Resolution; Binding Individual Arbitration; Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
Most issues can be resolved quickly and amicably by contacting FIAB’s customer support at email@example.com. But we understand that sometimes disputes can’t be easily resolved by customer support. This Section explains how you and FIAB agree to resolve those disputes, including (where applicable) by binding, individual arbitration. “Dispute” means any dispute, claim or controversy between you and FIAB that relates to your use or attempted use of the FIAB Solutions.
Arbitration is an alternative dispute-resolution process and allows us to seek to resolve Disputes without the formality or expense of litigating in court. Arbitration is often faster and less expensive than formal court litigation. Any qualifying Dispute between you and us will be submitted to a neutral arbitrator instead of being presented in court to a judge or jury. If you wish to opt-out of this binding individual arbitration requirement, you must comply with the opt-out process set forth in the “Your 30-Day Opt-Out Right” paragraph below. This Binding Individual Arbitration agreement will not apply to the extent prohibited by the laws of your country of residence.
5.1. Informal Resolution.
If you have an issue that our customer support can’t resolve, before starting arbitration you and FIAB agree to attempt to resolve the Dispute informally to help get us to a resolution and control costs for both parties. You and FIAB agree to make a good-faith effort to negotiate any Dispute between us for at least 30 days (“Informal Resolution”). Those informal negotiations will start on the day you or FIAB receive a written Notice of a Dispute (defined below) in accordance with this Agreement.
If you have a Dispute with us, you will send written notice to Fiduciary In A Box, Inc., ATTN: NOTICE OF DISPUTE, 286 Broad Street, Red Bank, NJ 07701 in order to give us the opportunity to resolve the Dispute through Informal Resolution (“Notice of Dispute”). Include your name, registered email address you use to access the FIAB Solutions, address, how to contact you, what the problem is, and what you want FIAB to do. If FIAB has a Dispute with you, FIAB will send our Notice of Dispute to your registered email address and any billing address you have provided us.
If the Dispute isn’t resolved by Informal Resolution or small-claims court (below), you or FIAB may start an arbitration in accordance with this Agreement.
5.2. Small Claims Court.
Instead of using Informal Resolution, you and FIAB agree that you may sue us in small-claims court in your choice of the county where you live or New York County, New York (if you meet the requirements of small-claims court). We hope you’ll try Informal Resolution first, but that is not required before going to small-claims court.
5.3. Binding Individual Arbitration.
THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Dispute Resolution Section. (The AAA Rules are available at https://www.adr.org/mediation or by calling the AAA at 1–800–778–7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Dispute Resolution Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules (The AAA provides a form Demand for Arbitration). The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure.
Unless you and FIAB otherwise agree, the arbitration will be conducted in the state where you reside, with the option for you to participate telephonically to the extent the AAA Rules allow. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and FIAB submit to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions which the arbitrator based its award on. Judgment on the arbitration award may be entered in any court having jurisdiction over the arbitration award. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” Section of this Agreement as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. FIAB will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration, unless such arbitration is found by the arbitrator to be frivolous under the standards of the Federal Rules of Civil Procedure 11(b) and in that case, FIAB shall be entitled to recover attorneys’ fees in addition to any damages awarded to it.
If the arbitrator finds that your payment of the administrative and arbitrator fees (excluding any attorney’s fees) under this subsection is a burden on you, we agree to pay those fees for you (but not any attorney’s fees).
By rejecting any changes to this Agreement, you agree that you will arbitrate any Dispute between you and FIAB in accordance with the provisions of this Section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
If you do not want to settle Disputes by arbitration as described above, you will notify us by sending us written notice (including by email to firstname.lastname@example.org telling us that you do not want to use arbitration, within thirty (30) days of the date on which you agreed to this Agreement (such notice, an “Arbitration Opt-out Notice”). If you do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute except for a Small Claims Action and an IP Protection Action as stated above.
5.4. No Class Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FIAB AGREE TO BRING DISPUTES UNDER THIS AGREEMENT ON AN INDIVIDUAL BASIS ONLY. The arbitrator may not combine or consolidate individual proceedings unless all parties to this Agreement and all other actions or arbitrations expressly consents to such consolidation. Neither you nor FIAB may arbitrate any dispute in a representative capacity, including, without limitation, as a representative member of a class, collective or class-wide arbitration, or in private attorney general actions. The arbitrator may award any relief permitted by applicable law with respect to your individual claim, but to the maximum extent permitted by applicable law, may not award relief against FIAB respecting any person other than you.
5.5. Severability. If any clause within this Binding Individual Arbitration agreement is found to be invalid, unenforceable, or illegal, that clause will be severed and the remainder of this arbitration agreement will be given full force and effect. The only exception to this is the “No Class Actions” paragraph. If the “No Class Actions” paragraph is found to be invalid, illegal or unenforceable in its entirety, this entire arbitration agreement will be void and unenforceable, and the Dispute will proceed in court. Under no circumstances shall arbitration be conducted on a class basis without FIAB’s express consent. If, for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York County, New York. Suits brought in state court may be removed to federal court by either party if permissible by law.
5.6. Your 30-Day Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF THIS BINDING INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER IN THIS AGREEMENT, YOU MUST NOTIFY US IN WRITING OF YOUR INTENT TO DO SO WITHIN 30 DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. Your written notification must be sent to Fiduciary In A Box, Inc., ATTN: ARBITRATION OPT-OUT, FIAB Inc., 286 Broad Street, Red Bank, NJ 07701. Your notice must include: (1) your full name; (2) your mailing address; (3) your user account name, if you have one; and (4) a clear statement that you do not wish to resolve disputes with FIAB through arbitration. You are responsible for ensuring our receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt of delivery.
6. Warranty Disclaimer
6.1. Warranty Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FIAB SOLUTIONS IS PROVIDED TO YOU “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” NEITHER FIAB, NOR ANY OF OUR OR ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR LICENSORS (COLLECTIVELY, THE “FIAB PARTIES“) MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES, OR GUARANTEES OF ANY KIND WHATSOEVER AS TO THE FIAB SOLUTIONS, CONTENT, THIRD PARTY SERVICES, OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THE FIAB PARTIES DO NOT WARRANT THAT THE FIAB SOLUTIONS OR THIRD PARTY SERVICES WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR FREE OF VIRUSES. TO THE FULLEST EXTENT PERMITTED BY YOUR LOCAL LAW, THE FIAB PARTIES DISCLAIM ANY IMPLIED WARRANTIES INCLUDING FOR NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY.
7. Limitations of Our Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE FIAB PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH THE FIAB SOLUTIONS OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
In the event you have any basis for recovering damages arising from the FIAB Solutions or a breach of this Agreement, you agree that your exclusive remedy is to recover from the FIAB Parties direct damages and the maximum liability is limited up to an amount equal to five hundred U.S. dollars ($500 USD).
8. Your Responsibilities to the FIAB Parties.
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the FIAB Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with: (i) your breach or alleged breach of this Agreement; (ii) any information or content provided by you; and/or (iii) your acts or omissions. The FIAB Parties reserve the right to assume, at their own expense, the exclusive defense and control of any matter subject to indemnification by you, and in such case you agree to cooperate with our defense of any claim.
You are solely responsible for any third party costs you incur to use the FIAB Solutions, and you bear all risk of loss for accessing or downloading the FIAB Solutions.
9. Termination of Retail License and Payment Obligation.
9.1 Termination by User: You may stop using the FIAB Solutions and related services at any time and terminate this Agreement by destroying and/or deleting all copies of the FIAB Solutions in your possession. However, the termination of your usage does not absolve you of your payment obligation.
9.2. Payment Obligation: By subscribing to FIAB, you commit to paying the full amount due for a 1-year license. Regardless of when you choose to stop using FIAB, the full amount for the 1-year license is due and payable. This payment obligation is not affected by the timing or nature of your termination.
9.3. Termination by Provider: We reserve the right to terminate your access to any aspects of the FIAB Solutions or Content immediately in the event you violate this Agreement. In the case of termination by us, your payment obligation remains in force, and the rights granted to you under this Agreement cease immediately.
9.4. Immediate Effect of Termination: Upon termination, whether by you or us, your obligation to pay the full amount for the 1-year license remains in force. You must fulfill your payment obligation even if you cease using FIAB.
9.5. Collection Costs: In the event of non-payment, you agree to bear any costs associated with the collection of outstanding amounts, including but not limited to reasonable attorney’s fees and court costs.
9.6. No Refund for Early Termination: If you terminate this Agreement before the end of the 1-year license period, you are not entitled to a refund, and the full amount for the 1-year license remains due and payable.
9.7. Survival: The payment obligation and terms outlined in this section survive the termination of this Agreement.
10.1. General. This Agreement is the entire agreement between you and us for your use of the FIAB Solutions. It supersedes any prior agreements between you and us regarding your use of the FIAB Solutions. We may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign your rights or obligations under this Agreement or transfer any rights to use the FIAB Solutions. All parts of this Agreement apply to the fullest extent permitted by applicable law. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected. Paragraph 6.5 prevails over this section in the event of any inconsistency with it. Sections 1, 2.3, 2.4, 3.2, 3.3, 5, 6, 7, 8, 9, 10 and those that by their nature apply after this Agreement ends will survive any termination or cancellation of this Agreement. We reserve the right to investigate and prosecute any suspected breaches of this Agreement or use of the FIAB Solutions. We may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
10.2. Remedies. In the event that you breach this Agreement, you hereby agree that we would be irreparably damaged if this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to obtain equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
10.3. Export Laws. You must comply with all domestic and international export laws and regulations (which may be amended from time to time) that apply to the FIAB Solutions, which include restrictions on destinations, end users, and end use. You agree not to use, export, re-export, or download the FIAB Solutions into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons list and other sanctions lists administered by the Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in, under the control of, or a national or resident of a U.S. restricted or prohibited country or on any OFAC sanctions list.
10.4. Contact Us. If you have any questions or concerns about the FIAB Solutions or this Agreement, please contact us at email@example.com or 888-650-3438.