Subscription Agreement

Parties

This Subscription Agreement (collectively, along with the Terms of Use and Privacy Policy, this "Agreement"), which you accept and acknowledge explicitly as well as by your use of the Platform, is by and between StartBlox, Inc., a Delaware corporation with offices located at 470 W Broad St #17, Columbus, OH 43215 ("StartBlox") and you as a subscriber ("Subscriber") and user of the Platform. StartBlox and Subscriber may be referred to herein collectively as the "Parties" or individually as a "Party."

The Parties agree as follows:

1. Definitions

"Account" means the registered StartBlox account through which a Subscriber accesses the Platform.

"Advisor" means a Subscriber who holds an Advisor Subscription Plan and who may be invited into, or create, more than one Business as described in Section 3(b).

"Aggregated Statistics" means data and information related to Subscriber's use of the Platform that is used by StartBlox in an aggregate and de-identified manner, including data about diagnostic answers, industry classification, general location (such as state or region), and in-app actions taken, which StartBlox compiles to produce statistical and performance information related to the provision and operation of the Platform and to improve the Platform for Subscriber and others.

"AI Advisor" means the AI-generated guidance feature of the Platform, which uses a third-party large language model to generate responses to Subscriber questions and to supplement StartBlox's pre-authored guidance content, as further described in Section 2(g).

"Authorized User" means Subscriber as well as Subscriber's employees, consultants, contractors, and agents who are authorized by Subscriber to access and use the Platform under the rights granted to Subscriber pursuant to this Agreement.

"Business" means a single business or venture that a Subscriber (or an Advisor on a Subscriber's behalf) sets up within the Platform to receive a diagnostic, action plan, and related outputs.

"Documentation" means StartBlox's information and guides relating to the Platform provided by StartBlox to Subscriber.

"Fees" means the amounts payable by Subscriber for a Subscription Plan, as described on the Website at the time of purchase.

"Free Tier" means the no-cost level of Platform access described in Section 4(d), which remains available to a Subscriber on an ongoing basis after a Trial Period ends or a paid Subscription lapses.

"Owner" means the Workspace Member of a Business whose Subscription Plan, tier, and usage entitlements govern that Business, as described in Section 3(b).

"Platform" means the StartBlox software platform, including the diagnostic and scoring engine, action plan and dashboard, AI Advisor, vendor comparison features, portfolio and advisor tools, and any other feature StartBlox may provide from time to time and at StartBlox's sole discretion.

"StartBlox IP" means the Platform, the Documentation, StartBlox's trademarks (including the registered STARTBLOX® mark) and trade names, and any patents, patent applications, copyrights, trade secrets, and other intellectual property provided to Subscriber or any Authorized User in connection with the foregoing. For the avoidance of doubt, StartBlox IP includes: (i) the underlying data fields, categories, question sets, taxonomies, scoring methodologies, and other structural elements of the Platform; (ii) Platform-generated output, including risk scores, labels, recommendations, and action plans, regardless of the Subscriber Data used to generate such output; (iii) Aggregated Statistics; and (iv) any other information, data, or content derived from StartBlox's monitoring of Subscriber's access to or use of the Platform — but StartBlox IP does not include Subscriber Data itself.

"Subscriber Data" means, other than Aggregated Statistics, the specific values, entries, and other content, in any form or medium, that Subscriber or an Authorized User submits, posts, selects, or otherwise transmits through the Platform (for example, a Subscriber's specific answer to a diagnostic question, or the specific value it enters into a profile field). Subscriber Data does not include the underlying data fields, categories, question sets, taxonomies, scoring methodologies, or Platform-generated output applied to or derived from that information, which constitute StartBlox IP as described above.

"Subscription" or "Subscription Plan" means the configurations and features of the Platform selected for access by the Subscriber, and the trial terms, Fees, discounts, and fee payment made or to be made by Subscriber for such access, as described on the Website. Subscriber may view and manage their Subscription through the Website.

"Third-Party Products" means any third-party products described in, provided with, or incorporated into the Platform, including the AI Advisor's underlying model provider and any vendors featured in vendor comparison features.

"Trial Period" means the no-cost evaluation period offered on certain Subscription Plans, as described in Section 4(c).

"Workspace Member" means a Subscriber granted an owner, advisor, or member role on a given Business, as described in Section 3(b).

2. Access and Use

(a) Provision of Access. Subject to and conditioned on Subscriber's payment of any due Fees and compliance with all other terms and conditions of this Agreement, StartBlox hereby grants Subscriber a non-exclusive, non-transferable (except in compliance with Section 12(e)) right to access and use the Platform during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Subscriber's internal business use. StartBlox shall provide to Subscriber tools for creating a user account, password, or other information needed to access the Platform.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, StartBlox hereby grants to Subscriber a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12(e)) license to use the Documentation during the Term solely for Subscriber's internal business purposes in connection with its use of the Platform.

(c) Use Restrictions. Subscriber shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Subscriber shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Platform or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to a third party the Platform or Documentation or access thereto; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform or Documentation; (v) use any automated means (including scrapers or bots) to extract data from the Platform other than through features StartBlox provides for that purpose; or (vi) use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(d) Content Standards. Subscriber's use of the Platform shall comply with the Content Standards and other restrictions set forth in the Terms of Use. Subscriber acknowledges that failure to comply with the Content Standards and other requirements may result in the suspension of certain features or sections of the Platform, or may result in the suspension of all use of the Platform, as may be determined by StartBlox in its sole discretion.

(e) Reservation of Rights. StartBlox reserves all rights not expressly granted to Subscriber in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any third party any intellectual property rights or licenses, nor any other right, title, or interest in or to the StartBlox IP.

(f) Suspension. Notwithstanding anything to the contrary in this Agreement, StartBlox may temporarily suspend Subscriber's access to any portion or all of the Platform if: (i) StartBlox reasonably determines that (A) there is a threat or attack on the Platform or any of the StartBlox IP; (B) Subscriber's use of the StartBlox IP disrupts or poses a security risk to the StartBlox IP or to any other Subscriber or vendor of StartBlox; (C) Subscriber is using the StartBlox IP for fraudulent or illegal activities; (D) subject to applicable law, Subscriber has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) StartBlox's provision of the Platform to Subscriber is prohibited by applicable law; or (ii) any vendor of StartBlox has suspended or terminated StartBlox's access to or use of any third-party services or products required to enable Subscriber to access the Platform. StartBlox shall use commercially reasonable efforts to provide written notice of any suspension to Subscriber and to provide updates regarding resumption of access to the Platform following any suspension. StartBlox shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the suspension is cured. StartBlox will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Subscriber or any Authorized User may incur as a result of a suspension.

(g) AI Advisor; Third-Party AI Processing. The Platform includes an AI Advisor feature that uses a third-party AI model provider to generate responses based on Subscriber's diagnostic answers, profile information, and questions submitted to the AI Advisor. Subscriber acknowledges and agrees that:

(i) AI Advisor output is provided for general informational purposes only and is not, and should not be relied upon as, legal, tax, financial, accounting, or other professional advice. Subscriber should consult a qualified professional before acting or relying on any AI Advisor output or other guidance provided through the Platform, particularly on matters affecting legal formation, tax obligations, licensing, insurance, or employment.

(ii) AI-generated content may be incomplete, out of date, or inaccurate, and StartBlox does not warrant the accuracy, completeness, or reliability of any AI Advisor output. Section 7 (Warranty Disclaimer) applies fully to the AI Advisor.

(iii) Data submitted to or generated by the AI Advisor, including relevant Subscriber Data, is processed by StartBlox's third-party AI model provider solely to generate responses to Subscriber, in accordance with StartBlox's Privacy Policy. StartBlox does not permit its AI model provider to use Subscriber Data to train that provider's general-purpose foundation models.

(h) Vendor Recommendations; Affiliate Relationships. The Platform may recommend or compare third-party vendors, service providers, or products relevant to a Business's action plan ("Recommended Vendors"). Subscriber acknowledges and agrees that: (i) StartBlox may receive referral fees, commissions, or other compensation from some Recommended Vendors when Subscriber engages them through the Platform; (ii) vendor comparisons reflect a limited set of participating vendors StartBlox has a relationship with, and are not a comprehensive survey of the market; (iii) inclusion of a Recommended Vendor is not an endorsement of its suitability for Subscriber's particular needs, and StartBlox is not responsible for the quality, accuracy, or performance of any Third-Party Product or Recommended Vendor; and (iv) Subscriber is solely responsible for evaluating and contracting with any Recommended Vendor it chooses to engage, and any such engagement is governed solely by the terms between Subscriber and that vendor.

3. Subscriber Responsibilities

(a) General. Subscriber is responsible and liable for all uses of the Platform and Documentation resulting from access provided by Subscriber, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Subscriber is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Subscriber will be deemed a breach of this Agreement by Subscriber. Subscriber shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Platform, and shall cause Authorized Users to comply with such provisions.

(b) Multi-Business Portfolios; Advisor Access. The Platform allows a single Account to be associated with more than one Business, and allows a Business to have more than one Workspace Member (owner, advisor, or member role). Subscriber acknowledges and agrees that:

(i) Each Business has one Owner at a time. That Business's Subscription Plan, tier, and usage entitlements (including AI Advisor usage quotas) follow the Owner's Account, not any other Workspace Member.

(ii) An Advisor invited to a Business as a Workspace Member may access that Business's Subscriber Data to the extent necessary to provide the advisory services requested, and is bound by this Agreement's confidentiality obligations (Section 5) with respect to that Subscriber Data. Subscriber is responsible for ensuring it has the right to grant an Advisor such access, including any consents required from its own personnel or clients.

(iii) Ownership of a Business may be transferred to another Workspace Member ("handoff") at any time using the tools provided on the Platform. A handoff relinks that Business's billing and entitlements to the new Owner's Account and does not require a separate written agreement between StartBlox and the parties to the handoff; use of the Platform's handoff tool constitutes each affected party's consent to the transfer for purposes of Section 12(e).

(iv) StartBlox is not a party to, and assumes no responsibility for, the business relationship between an Advisor and the founders or Businesses that Advisor manages.

(c) Third-Party Products. StartBlox may from time to time make Third-Party Products available to Subscriber. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Subscriber does not agree to abide by the applicable terms for any such Third-Party Products, then Subscriber should not use such Third-Party Products.

(d) Platform Features. The Platform may include one or more features allowing Subscriber to store, upload, and manage information and files. Subscriber acknowledges that any such feature is intended to manage and store a limited amount of information relating to the Platform. StartBlox may, in its sole discretion, make any technical changes, including changing the functionality and capabilities of any such feature, to limit or prevent misuse of such features by Subscriber or another.

(e) Platform Availability. While StartBlox does not provide or guarantee a service level for the Platform, it is StartBlox's goal to have the Platform available and accessible at all times. However, whether due to maintenance issues, a software upgrade, or technical issues the Platform may at times be inaccessible. In the event that any part of the Platform included in Subscriber's Subscription is inaccessible, Subscriber should check the StartBlox Website for updates or contact StartBlox at support@startblox.com for more information.

4. Fees and Payment

(a) Fees. Subscriber shall pay StartBlox any due Fees as selected, configured, and described in the Subscription without offset or deduction. Subscriber shall make all payments hereunder in US dollars on or before the due date described in the Subscription. If Subscriber fails to make any payment when due, without limiting StartBlox's other rights and remedies, StartBlox may suspend Subscriber's access to any portion or all of the Platform until such amounts are paid in full.

(b) Payment; Payment Processor. For Subscription Plans that carry a Fee, Subscriber shall provide payment details via the Website when selecting that Subscription. StartBlox uses a third-party payment processor to process payment details and collect Fees; StartBlox does not itself store full payment card numbers. By providing any payment details, Subscriber authorizes StartBlox and its payment processor to submit for payment of the Fees using such payment details, as the Fees are incurred and due according to the Subscription. StartBlox will make commercially reasonable efforts to warn Subscriber of upcoming automated payment of fees using Subscriber's payment details, and Subscriber acknowledges that it is Subscriber's responsibility to modify the Subscription in order to avoid undesired payment of Fees using Subscriber's payment details if Subscriber wishes to modify or cancel their Subscription.

(c) Trial Periods; No Credit Card Required. Certain Subscription Plans include a Trial Period, the length and terms of which are described on the Website at the time of signup. Subscriber is not required to provide payment details to begin a Trial Period. Because no payment method is collected at signup, Subscriber will not be automatically charged when a Trial Period ends. If Subscriber does not add a payment method and select a paid Subscription Plan before the Trial Period ends, Subscriber's Account will automatically continue on the Free Tier described in Section 4(d), and Subscriber will not lose access to its Account or its previously entered Subscriber Data.

(d) Free Tier. StartBlox makes a no-cost Free Tier of the Platform available on an ongoing basis, including after a Trial Period ends or a paid Subscription is not renewed. The Free Tier's scope of functionality (including any limits on active recommendations or AI Advisor usage) is described on the Website and may be updated by StartBlox from time to time. Subscriber's Subscriber Data and Account remain accessible under the Free Tier; the Free Tier is not a suspension or termination of Subscriber's Account.

(e) Discounted Subscriptions. Some Subscription Plans may include a coupon code, discount code, an affiliate code, an organizational code, or another configuration that may change, reduce, or eliminate the Fees associated with that Subscription (a "Discounted Subscription"). Discounted Subscriptions may expire as indicated in the Subscription, or, in the case of a Discounted Subscription provided as a result of StartBlox's relationship with a third party, may expire upon the termination of that relationship. StartBlox reserves the right to modify or withdraw any expiring Discounted Subscription at the end of the then-current Subscription Period.

(f) California Auto-Renewal Disclosure. If Subscriber is a California resident, or otherwise where required by applicable law, the following applies to any Subscription Plan that automatically renews or converts from a promotional or trial price to a regular price: StartBlox will present the automatic-renewal or continuous-service terms, and how to cancel, clearly and conspicuously before Subscriber pays for the Subscription Plan; for Subscription Plans with a term of one year or longer, StartBlox will send Subscriber a renewal reminder notice before the Subscription Plan automatically renews, as required by applicable law; and Subscriber may cancel a Subscription Plan at any time online, through the Website account settings, using a mechanism that is at least as easy to use as the process for signing up for that Subscription Plan. Nothing in this Section 4(f) limits Subscriber's cancellation and refund rights described elsewhere in this Section 4 or in Section 10.

(g) Taxes. All Fees and other amounts payable by Subscriber under this Agreement are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on StartBlox's income.

5. Confidentiality

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and (for Subscriber) authorized Workspace Members who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of Subscriber's acceptance of this Agreement, and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Intellectual Property Ownership; Feedback

(a) StartBlox IP. Subscriber acknowledges that, as between Subscriber and StartBlox, StartBlox owns all right, title, and interest, including all intellectual property rights, in and to the StartBlox IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Subscriber Data. StartBlox acknowledges that, as between StartBlox and Subscriber, Subscriber owns all right, title, and interest, including all intellectual property rights, in and to the Subscriber Data — meaning the specific values and content Subscriber submits, not the underlying data fields, taxonomies, scoring methodologies, or Platform-generated output described in the definition of Subscriber Data above, which remain StartBlox IP regardless of the Subscriber Data used to produce them. Subscriber hereby grants to StartBlox (i) a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Subscriber Data and perform all acts with respect to the Subscriber Data as may be necessary for StartBlox to provide the Platform (including the AI Advisor), and (ii) an exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Subscriber Data incorporated within the Aggregated Statistics. The license in clause (ii) is exclusive only as to the compiling and mining of Subscriber Data into Aggregated Statistics; it does not restrict Subscriber's own right to use, disclose, or separately license its Subscriber Data for any other purpose.

(c) Feedback. If Subscriber or any of its employees or contractors sends or transmits any communications or materials to StartBlox by mail, email, telephone, or otherwise, suggesting or recommending changes to the StartBlox IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), StartBlox is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Subscriber hereby assigns to StartBlox on Subscriber's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and StartBlox is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although StartBlox is not required to use any Feedback.

7. Warranty Disclaimer

THE STARTBLOX IP, INCLUDING THE PLATFORM AND THE AI ADVISOR, IS PROVIDED "AS IS" AND STARTBLOX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STARTBLOX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. STARTBLOX MAKES NO WARRANTY OF ANY KIND THAT THE STARTBLOX IP, THE PLATFORM, THE AI ADVISOR, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, STARTBLOX DOES NOT WARRANT THAT ANY GUIDANCE, RECOMMENDATION, OR OUTPUT OF THE AI ADVISOR OR THE PLATFORM GENERALLY IS CURRENT, COMPLETE, OR SUITABLE FOR SUBSCRIBER'S PARTICULAR LEGAL, TAX, FINANCIAL, OR REGULATORY CIRCUMSTANCES.

8. Subscriber Indemnification

Subscriber shall indemnify, hold harmless, and, at StartBlox's option, defend StartBlox from and against any losses resulting from any third-party claim that the Subscriber Data, or any use of the Subscriber Data permitted by this Agreement, infringes or misappropriates such third party's intellectual property rights and any third-party claims based on Subscriber's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Platform in a manner not authorized by this Agreement; (iii) use of the Platform in combination with data, software, hardware, equipment or technology not provided by StartBlox or authorized by StartBlox in writing; or (iv) modifications to the Platform not made by StartBlox, provided that Subscriber may not settle any third-party claim against StartBlox unless StartBlox consents to such settlement, and further provided that StartBlox will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

9. Limitations of Liability

IN NO EVENT WILL STARTBLOX BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (e) COST OF REPLACEMENT GOODS OR SERVICES; OR (f) ANY BUSINESS, LEGAL, TAX, FINANCIAL, OR REGULATORY DECISION SUBSCRIBER MAKES IN RELIANCE ON THE PLATFORM OR THE AI ADVISOR, IN EACH CASE REGARDLESS OF WHETHER STARTBLOX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL STARTBLOX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED, DURING ANY 12-MONTH PERIOD, THE GREATER OF (i) THE TOTAL AMOUNTS PAID TO STARTBLOX UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED DOLLARS ($100).

10. Term and Termination

(a) Term. The initial term of this Agreement begins on the date of the Subscription and will continue in effect, on a month-to-month basis (a "Subscription Month"), on a year-to-year basis (a "Subscription Year"), or upon another revolving basis (a "Custom Subscription Period"), as specified in the Subscription (individually, as a Subscription Month, Subscription Year, or Custom Subscription Period, a "Subscription Period"), until either Subscriber modifies or cancels the Subscription, or StartBlox ceases offering the Platform to Subscriber for any reason, at which time the Agreement will terminate at the end of the then-current Subscription Period (the "Term"). A Subscriber accessing the Platform solely under the Free Tier is bound by this Agreement for as long as its Account remains active, on an at-will basis for both Parties.

(b) Account Deactivation. Due to the nature of the Platform, StartBlox understands that Subscriber may wish to modify the Subscription to change the features accessible to their Subscription from time to time. In such cases, StartBlox recommends modifying the Subscription using the tools provided at the Website, which will provide the Subscriber with options for maintaining the Subscriber Data and other information related to their Subscription for future access and use. Subscriber acknowledges that, if Subscriber fails to maintain a Subscription as described or requests that their Account be permanently deactivated, the Subscriber Data and other information related to the Subscription may be irrevocably and irreversibly deleted and will not be available for future access and use on the Platform even if the Subscription is later renewed or reactivated.

(c) Termination for Cause. In addition to any other express termination right set forth in this Agreement, StartBlox may terminate this Agreement, effective on written notice to Subscriber, if Subscriber fails to pay any amount when due hereunder, and such failure continues more than 10 days.

(d) Termination for Convenience. StartBlox may terminate this Agreement for convenience and at its sole discretion with 30 days' prior written notice to Subscriber. Upon a termination of this Agreement under this Section 10(d), StartBlox shall refund to Subscriber any Fees that have been pre-paid by Subscriber on a pro-rated basis depending upon the remaining Term of the Agreement.

(e) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Subscriber shall immediately discontinue use of the StartBlox IP and, without limiting Subscriber's obligations under Section 5, Subscriber shall delete, destroy, or return all copies of the StartBlox IP. No expiration or termination will affect Subscriber's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Subscriber to any refund except as set forth in Section 10(d).

(f) Survival. This Section 10(f) and Sections 1, 5, 6, 7, 8, 9, 11, and 12 survive any termination or expiration of this Agreement.

11. Dispute Resolution

(a) Governing Law; Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Subject to Section 11(b), any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Ohio in each case located in the City of Columbus and County of Franklin, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.

(b) Agreement to Arbitrate. Except for claims that qualify for small-claims court, or claims seeking injunctive relief for misuse of intellectual property or Confidential Information, StartBlox and Subscriber agree to resolve any dispute arising out of or relating to this Agreement or the Platform through final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either Party may bring an individual action in small-claims court. This arbitration agreement is mutual: it applies equally to claims StartBlox brings against Subscriber and claims Subscriber brings against StartBlox.

(i) Informal resolution first. Before filing an arbitration, the Party bringing a claim must send the other Party a written description of the dispute and a proposed resolution, and the Parties will attempt in good faith to resolve the dispute informally for at least 30 days.

(ii) Class action waiver. Disputes will be arbitrated only on an individual basis and will not be brought as a class, collective, or representative action, and the arbitrator has no authority to consolidate claims of more than one person.

(iii) Right to opt out. Subscriber may opt out of this arbitration agreement by sending written notice to StartBlox at the address in Section 12(h) within 30 days of first accepting this Agreement. If Subscriber opts out, neither Subscriber nor StartBlox will be required to arbitrate disputes with the other, and Section 11(a) governs instead.

(c) Limitation on Time to File Claims. Any cause of action or claim either Party may have arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action or claim is permanently barred, except where applicable law requires a longer period.

12. Miscellaneous

(a) Entire Agreement; Order of Precedence. This Agreement, together with the Terms of Use and the Privacy Policy, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Subscription Agreement, (ii) second, the Terms of Use, and (iii) third, the Privacy Policy.

(b) Force Majeure. In no event shall StartBlox be liable to Subscriber, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond StartBlox's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, epidemic or pandemic, strikes, labor stoppages or slowdowns or other industrial disturbances, failures of third-party hosting, payment, or AI infrastructure providers, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(c) Amendment and Modification; Waiver. StartBlox may amend or modify this Agreement from time to time by posting a revised version and updating the "Last updated" date above; material changes will be notified to Subscriber as described in the Terms of Use. Subscriber's continued use of the Platform after a revised Agreement takes effect constitutes acceptance of the changes. Other than such StartBlox-initiated updates, no amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(d) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) Assignment. Subscriber may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without StartBlox's prior written consent, except as set forth in Section 3(b)(iii) regarding Business ownership handoffs. StartBlox may provide a tool via the Platform to automatically associate a Subscription with a corporation or to transfer ownership of a Business between Workspace Members. Use of such a tool shall, for the purposes of this Section, serve as StartBlox's prior written consent to the resulting assignment of Subscriber's rights under this Agreement. Any other purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(f) Export Regulation. The Platform utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Subscriber shall not, directly or indirectly, export, re-export, or release the Platform or the underlying software or technology to, or make the Platform or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Subscriber shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform or the underlying software or technology available outside the US.

(g) Regional Availability; Additional Terms. The Platform is currently available to Subscribers located in the United States and in the other countries listed at the point of signup on the Website, as described in Section 3(b) of the Terms of Use; it is not currently available to Subscribers located in the European Union or the United Kingdom, pending additional disclosures StartBlox is developing to meet those jurisdictions' consumer-contract requirements. The Documentation and Platform content (including diagnostic guidance referencing US legal, tax, and regulatory frameworks) is written around United States law, and Subscribers located outside the United States should treat that content as general reference only and confirm requirements with a locally qualified professional. If StartBlox makes the Platform available to Subscribers in additional countries or regions, StartBlox may present additional or different terms specific to that jurisdiction (for example, to address local consumer-protection or data-protection requirements). Any such jurisdiction-specific terms will be presented to affected Subscribers and are incorporated into this Agreement by reference as a supplement, and control over this Agreement solely to the extent of a conflict, and solely for Subscribers in that jurisdiction. If StartBlox provides a translated version of this Agreement, the English-language version controls in the event of any conflict, except where applicable law requires otherwise.

(h) Notices. Notices to StartBlox under this Agreement should be sent to StartBlox, Inc., 470 W Broad St #17, Columbus, OH 43215, or to hello@startblox.com. Notices to Subscriber will be sent to the email address or in-Platform notification associated with Subscriber's Account.