END USER LICENSE AGREEMENT

Effective Date: November 11, 2025.

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.

1.1. About this Agreement. By using the FIAB Solutions, or by affirmatively indicating your acceptance of this Agreement, you agree to be bound by the terms of this Agreement and our Privacy Policy. If you do not agree to these terms, you must not use the FIAB Solutions.

By accepting this Agreement, you affirm that you are of legal age to enter into a binding contract (18 years or the age of majority in your jurisdiction, whichever is older). If you are under the legal age, a parent or legal guardian must consent on your behalf. As a parent or guardian, you are responsible for all use of the FIAB Solutions by your child, including unauthorized use.

We may, at our sole discretion, modify this Agreement or the FIAB Solutions at any time. Your continued use of the FIAB Solutions after such modifications constitutes acceptance of the updated Agreement. If you do not agree to any modifications, you must stop using the FIAB Solutions.

1.2. License Types and User Responsibilities. Subject to Section 2 below and provided that you comply with the terms of this Agreement, you may access the FIAB Solutions. We offer access to the FIAB Solutions under the following license types:

1.2.1. Standalone License. A Standalone License is granted to an individual or a single business entity and provides access to the following types of Standalone-level users:

• • Employer Administrators – Full administrative access to manage and configure the business entity.
  • Team Members – Collaborative users with read-write access to the business entity.
  • Auditors – Users with limited, read-only access to the business entity.

1.2.2. Enterprise License. An Enterprise License is granted to a business entity (the “Enterprise”) and provides the ability to create and manage one or more business entities (e.g. clients of the Enterprise). This license includes the ability to invite and manage Standalone-level users, and access to the following types of Enterprise-level users:

• • Advisors – Collaborative users with access to manage and configure assigned business entities.
  • Enterprise Administrators – Full administrative access to manage and configure the Enterprise, and all subordinate business entities.

1.2.3. Separate Terms May Apply. An Enterprise License may be subject to additional terms and conditions, which will be provided to you prior to the commencement of that license.

1.2.4. General User Responsibilities. For both Standalone and Enterprise Licenses:

• • Administrators are responsible for all actions taken by their permitted users, including Advisors, Team Members, and Auditors.
  • You may not exceed the number of users, business entities, or any other usage limits specified in your license.
  • FIAB reserves the right to audit usage to ensure compliance with this Agreement and may suspend or terminate access for violations.

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.

1.6 No Legal, Financial, or Accounting Advice; User Assumption of Risk. The FIAB Solutions are provided for informational and organizational purposes only and do not constitute legal, financial, accounting, tax, investment, or compliance advice. FIAB is not a law firm, fiduciary, CPA firm, financial advisory service, or compliance consultant, and no attorney-client, accountant-client, or other professional relationship is created through your use of the FIAB Solutions.

The content, guidance, recommendations, and tools provided within the FIAB Solutions do not replace independent professional judgment, nor do they guarantee compliance with any laws, regulations, or fiduciary obligations, including but not limited to the Employee Retirement Income Security Act of 1974 (ERISA). You are solely responsible for ensuring compliance with all applicable legal and regulatory requirements.

By using the FIAB Solutions, you acknowledge and agree that (a) you must consult with your own attorney, accountant, financial advisor, or other qualified professional before making any decisions related to fiduciary compliance, ERISA obligations, employee benefits, investment strategies, or regulatory matters, (b) FIAB makes no representations or warranties that your use of the FIAB Solutions will ensure compliance with any federal, state, or local laws, fiduciary duties, or regulatory requirements, (c) you assume full responsibility for all decisions, actions, or omissions made in reliance on the FIAB Solutions, and (d) FIAB is not responsible for any consequences, penalties, damages, or liabilities resulting from your use of the FIAB Solutions, whether direct, indirect, incidental, or consequential.

To the fullest extent permitted by law, FIAB expressly disclaims all liability for any legal, financial, or compliance consequences arising from your use of the FIAB Solutions, and you waive any claims against FIAB related to reliance on information, recommendations, or tools provided by FIAB. To the fullest extent permitted by law, FIAB disclaims any liability for reliance on the FIAB Solutions or any decisions made based on information obtained through 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. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, revocable, non-assignable, non-sublicensable, and non-transferable license to install and use the FIAB Solutions solely for your internal business purposes, in accordance with your applicable license type (e.g., Standalone or Enterprise). This license does not permit resale, sublicensing, or any form of unauthorized redistribution. Use of the FIAB Solutions for third-party commercial exploitation, unrelated to your own internal operations or outside the scope of an authorized Enterprise License, is strictly prohibited. The FIAB Solutions may include third-party code, which is licensed to you by the applicable third-party owner, not by us.

2.2. Scope of License and Ownership. The FIAB Solutions are licensed, not sold. All rights not expressly granted herein are reserved by FIAB or its licensors. 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.

FIAB retains all ownership and intellectual property rights in the FIAB Solutions. You hereby assign to FIAB all right, title, and interest in any derivative works or improvements you may develop relating to the FIAB Solutions. This assignment does not affect your rights to any data, content, or materials that you upload or provide through the FIAB Solutions, which remain your property, subject to the terms of this Agreement.

2.3. Restrictions. The limited license granted in this Agreement does not give you any right to and you may not, directly or indirectly, except as otherwise expressly permitted in this Agreement: (i) publish, copy, rent, lease, sell, export, import, distribute, or lend the FIAB Solutions, Content, or Documentation unless we expressly authorize you to do so in writing; (ii) copy, modify, or create derivative works or improvements of any FIAB Solutions, Content, or Documentation without our prior express written consent; (iii) engage in any activity in connection with the FIAB Solutions, Content, or Documentation 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; (iv) harvest, scrape, or otherwise collect information or data from the FIAB Solutions, Content, or Documentation, whether manually or through automated means; (v) reverse engineer, disassemble, decompile, decode, decrypt, hack, emulate, exploit, or otherwise attempt to derive or gain access to the source code of any FIAB Solutions or any part thereof; (vi) bypass, breach, disable, or circumvent any license key, security device, copy control, digital rights management tool, technological protection measure, or any other security feature used by the FIAB Solutions or Content; (vii) interfere with the proper operation of or any security measure protecting the FIAB Solutions, Content, or Documentation; (viii) use the FIAB Solutions, Content, or Documentation in a manner that infringes any intellectual property or other rights of any third party; (ix) use the FIAB Solutions, Content, or Documentation in a way that suggests an unauthorized association with FIAB or that exceeds the scope of the limited license granted to you; or (x) 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, Content, and Documentation. FIAB shall not be liable for any violation of this Agreement by you or 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. FIAB reserves the right to delete or block access to data that violates this Agreement, including Private Health Information (“PHI”). If FIAB deletes or blocks access to data violating this Section, FIAB will notify the user, where practicable, and provide an opportunity to rectify the violation, unless prohibited by law or circumstances requiring immediate action. FIAB will cooperate with users to address any unintentional uploads.

2.5 Data Usage, Anonymization, and User Responsibility. By uploading documents, providing responses, or otherwise submitting data within the FIAB Solutions, you grant Fiduciary In A Box, Inc. (“FIAB”) a perpetual, non-exclusive, royalty-free, worldwide license to access, process, analyze, and use such data solely for the following purposes, provided that all personally identifiable information is anonymized:

• • Service Improvement: Enhancing, refining, and developing the FIAB Solutions and related services.
  • Analytics and Reporting: Creating aggregated reports, insights, or benchmarks for internal use or distribution.
  • Research: Conducting research to improve fiduciary processes and best practices.
  • Compliance and Legal Obligations: Complying with applicable laws, regulations, or legal processes.

FIAB is committed to implementing industry-standard security measures to protect user data. However, you acknowledge that no system is completely immune from breaches. FIAB is not responsible for security incidents resulting from circumstances beyond its reasonable control, such as infrastructure failures, third-party cyberattacks, or user error.

2.5.1 User Responsibility and Data Interpretation. FIAB may provide data analysis, reports, or insights based on user-submitted information. These outputs are generated automatically and should not be relied upon as authoritative, complete, or legally binding. FIAB makes no representations or warranties regarding the accuracy, completeness, or suitability of any such outputs.

By using the FIAB Solutions, you acknowledge and agree that:

1. 1. FIAB does not verify or validate the accuracy of user-uploaded data. You are solely responsible for ensuring that any data you submit is accurate, complete, and appropriate for its intended use.
   2. You assume full responsibility for how you interpret and apply any reports, recommendations, or analytics generated by the FIAB Solutions.
   3. FIAB shall not be liable for any decisions, actions, omissions, penalties, losses, or damages arising from your reliance on data analytics, risk assessments, or reports generated by the FIAB Solutions.
   4. Users should independently verify and validate any FIAB-generated insights before taking action based on such outputs.

2.5.2 Data Storage and Compliance. FIAB stores and processes all user data exclusively on U.S.-based servers and employs industry best practices to safeguard data integrity and availability. Additionally, FIAB will comply with all applicable laws, rules, and regulations concerning the protection and handling of user data, including breach notification requirements.

To the extent that FIAB processes personal data (as defined under applicable law) on your behalf, the parties agree to negotiate in good faith and, if required, enter into a separate data processing agreement to ensure compliance with relevant data protection laws.

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 are not obligated to make any updates available and we do not guarantee that we will support the version of the system or device for which you purchased or licensed the FIAB Solutions.

3.2. Availability. FIAB will use commercially reasonable efforts to maintain sufficient server and support capacity to ensure the delivery and accessibility of the FIAB Solutions. However, FIAB does not guarantee uninterrupted availability or performance of the FIAB Solutions and is not liable for delays, outages, or service interruptions caused by factors outside its control. 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 have 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. Optional Services.

4.1. Description of Optional Services. In addition to your licensed use of the FIAB Solutions, we may, at our discretion, offer optional services to support your use of the FIAB Solutions. These services may include but are not limited to: (i) gathering and uploading documentation on your behalf; (ii) answering questions and providing input into the FIAB Solutions on your behalf; (iii) conducting periodic phone or video calls to assist with next steps in your fiduciary process; and (iv) other similar support services (collectively, “Optional Services”). Optional Services are not included in your license to the FIAB Solutions and are subject to additional fees, as applicable.

4.2. User Authorization. By engaging us to perform Optional Services, you represent and warrant that: (i) you have all necessary authority, rights, and permissions to direct us to perform such actions on your behalf; and (ii) the information, documentation, or other materials provided to us are accurate, complete, and lawful.

4.3. No Guarantee of Results. Optional Services are provided “AS IS” and without any guarantee of results or outcomes. We are not liable for any decisions or actions taken based on the information, documentation, or responses we provide as part of the Optional Services.

4.4. User Responsibility. You remain solely responsible for reviewing and verifying all information, documents, and actions completed on your behalf through the Optional Services. You agree that we are not liable for any errors, omissions, or delays caused by your failure to provide accurate information or review our work. Optional Services are subject to the limitations of liability in Section 8 of this Agreement.

4.6. Separate Terms May Apply. Certain Optional Services may be subject to additional terms and conditions, which will be provided to you prior to the commencement of those services.

5. 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.

6. 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 support@fiduciaryinabox.com. However, we understand that sometimes disputes cannot be easily resolved. This Section explains how you and FIAB agree to resolve disputes. “Dispute” means any dispute, claim or controversy between you and FIAB that relates to your use or attempted use of the FIAB Solutions.

6.1 Informal Resolution. If you have a Dispute with FIAB, you agree to make a good-faith effort to resolve the Dispute informally. You must send written notice of your Dispute to FIAB at:

Fiduciary In A Box, Inc.
ATTN: NOTICE OF DISPUTE
286 Broad Street
Red Bank, NJ 07701
Email: disputes@fiduciaryinabox.com

With copy to:

Frankfurt Kurnit Klein & Selz, PC
Attention: S. Gregory Boyd, Esq.
28 Liberty Street, 35^th Floor
New York, NY 10005
Email: gboyd@fkks.com

Your notice must include your name, registered email address you use to access the FIAB Solutions, and a description of the Dispute and what relief you are seeking. FIAB will respond within 30 days of receiving your notice.

If FIAB has a Dispute with you, FIAB will send written notice to your registered email address and any billing address you have provided us. The notice will include a description of the Dispute and what relief FIAB is seeking.

If the Dispute is not resolved within 30 days of either party’s notice, you may proceed as described below.

6.2 Small Claims Court. If your Dispute qualifies, you may choose to bring your claim in small claims court instead of proceeding with mediation or arbitration. You may file in either your local small claims court or in New York County, New York. However, if you bring your claim in small claims court, you waive the right to pursue mediation or arbitration for that same claim, and the decision of the small claims court will be final and binding for that Dispute.

6.3 Mediation. If the Dispute is not resolved through Informal Resolution and is not brought in small claims court, you and FIAB agree to submit the Dispute to mediation before an agreed-upon neutral mediator. The mediation will occur in New York, New York, unless otherwise agreed. Each party will equally share the expenses of mediation, and each party will bear its own attorneys’ fees and costs related to mediation. If mediation is unsuccessful, the Dispute will proceed to arbitration as set forth below.

6.4 Binding Individual Arbitration. If the Dispute is not resolved through mediation, it shall be resolved exclusively through binding arbitration. Arbitration will be conducted under the American Arbitration Association’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (“AAA Rules”), as modified by this Agreement. For more information about AAA Rules, visit www.adr.org or contact AAA at 1-800-778-7879. The arbitration will occur:

• • In the state where you reside; or
  • In New York, New York, if you and FIAB agree.

For claims under $10,000, arbitration may be conducted based solely on written submissions or telephonically, unless the arbitrator determines that a hearing is necessary. The arbitrator shall be either a retired judge or an attorney licensed to practice law and selected in accordance with the AAA Rules.

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.

The arbitrator’s decision will be final and binding, and judgment on the award rendered may be entered in any court of competent jurisdiction.

6.5 Fees and Costs. Each party will bear its own fees and costs during arbitration. However, if the arbitrator finds that a claim or counterclaim is frivolous under Federal Rule of Civil Procedure 11(b), the arbitrator may award the prevailing party its reasonable attorneys’ fees, costs, and arbitration expenses.

6.6 No Class Actions. To the maximum extent permitted by applicable law, you and FIAB agree to bring Disputes only on an individual basis. The arbitrator may not consolidate individual proceedings or preside over any form of representative or class action.

6.7 Severability of Dispute Resolution Provisions. If any part of this Section 6 (Dispute Resolution) is found to be invalid, unenforceable, or illegal, that specific provision will be severed, and the remaining portions of this Section 6 will remain in effect. However, if the “No Class Actions” provision in Section 6.6 is found to be unenforceable in its entirety, then this entire Section 6 (Dispute Resolution) shall be void and unenforceable, and any Dispute shall proceed in a court of competent jurisdiction as outlined in Section 5 (Governing Law and Jurisdiction).

The arbitrator shall have exclusive authority to determine the enforceability and scope of this arbitration agreement, including the arbitrability of any Dispute. This provision applies even if any part of this Section 6 is severed or deemed invalid.

For severability of other provisions of this Agreement, refer to Section 11.1.

6.8 Your 30-Day Opt-Out Right. You have the right to opt out of this binding individual arbitration requirement and class action waiver by notifying FIAB in writing within 30 days of accepting this Agreement. Your opt-out notice must be sent to Fiduciary In A Box, Inc., ATTN: ARBITRATION OPT-OUT, 286 Broad Street, Red Bank, NJ 07701, and must include your name, registered email address you use to access the FIAB Solutions, and a clear statement that you wish to opt out of arbitration.

6.9 Governing Law and Venue. This Section 6 is governed by the Federal Arbitration Act and applicable federal arbitration law. To the extent state law is applicable, the laws of the State of New York will apply.

7. 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.

8. 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 GOODWILL, 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. THE MAXIMUM LIABILITY OF THE FIAB PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR THE FIAB SOLUTIONS AND OPTIONAL SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. 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 further agree to indemnify, defend, and hold harmless FIAB against any claim, action, demand, liability, or expense (including reasonable attorneys’ fees) arising out of your failure to comply with ERISA, fiduciary obligations, or other applicable laws, even if you relied on the FIAB Solutions.

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.

10. Termination of Standalone License and Payment Obligation.

10.1 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.

10.2. 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. Your payment obligation for the 1-year license is not affected by termination, suspension, or early cessation of your use of the FIAB Solutions. You agree to pay the full amount due and are not entitled to a refund for early termination.

10.3. 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.

10.4. 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.

10.5. Automatic Renewal; Subscription Term: Your subscription to the FIAB Solutions is for an initial term of one (1) year (the “Initial Term”), beginning on the date you first purchase or activate your subscription. Upon expiration of the Initial Term, your subscription will automatically renew for successive one (1) year renewal terms (each, a “Renewal Term”) unless you provide written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Notice of non-renewal must be sent to support@fiduciaryinabox.com from the email address associated with your account. You authorize FIAB to charge your payment method on file for the applicable subscription fees at the beginning of each Renewal Term, unless you have properly canceled in accordance with this Section. FIAB may adjust subscription pricing upon renewal by providing at least thirty (30) days’ advance notice via email to the address associated with your account. Continued use of the FIAB Solutions after such notice constitutes acceptance of the updated pricing. If your payment method fails or is declined, FIAB may suspend or terminate your access to the FIAB Solutions, but your payment obligations remain in effect.

11. Miscellaneous.

11.1. 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, or the application thereof to any person, entity, or circumstance, is held to be invalid, unenforceable, or illegal, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. This includes the severability provisions of Section 6 (Dispute Resolution), which are governed by Section 6.7. Paragraph 6.7 prevails over this section in the event of any inconsistency with it. Sections 1, 2.3, 2.4, 2.6, 3.3, 5, 6, 7, 8, 9, 10, 11.2 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.

11.2. 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.

All remedies provided in this Agreement are cumulative and are in addition to any and all legal rights of the Parties. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, or a waiver of any other, different or subsequent breach. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11.3. Force Majeure. Neither Party shall be deemed to be in default of any provision of this Agreement for any failure in performance resulting from acts or events beyond its reasonable control, including acts of God. Each Party will use its commercially reasonable efforts to anticipate such failures and to devise means to eliminate or minimize them. However, if a failure continues for more than sixty (60) calendar days, either Party may terminate the Agreement immediately upon notice.

11.4. 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.

11.5. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

11.6. Contact Us. If you have any questions or concerns about the FIAB Solutions or this Agreement, please contact us at support@fiduciaryinabox.com or 888-650-3438.