Subscription Agreement

Parties

This Subscription Agreement (together with the Terms of Use, this "Agreement") 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 Privacy Policy is a notice describing how StartBlox handles personal information; it is referenced throughout this Agreement but is not a ranked contract term, as described in Section 12(a).

Acceptance. You accept this Agreement when you create an Account. At signup you confirm that you are at least 18 years old and legally capable of entering into a binding contract, and you agree to the Terms of Use and this Subscription Agreement and acknowledge the Privacy Policy, by means of the checkboxes presented. StartBlox records the version of each document accepted and the date and time of acceptance. If you accept on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement, and "Subscriber" means that entity; you remain individually bound by the Terms of Use and by the obligations of this Agreement that apply directly to individual users, but you do not become personally responsible for the entity's Fees or other obligations solely by accepting on its behalf. An individual invited into a Business as a Workspace Member agrees to the Terms of Use and acknowledges the Privacy Policy when accepting the invitation, and that individual's use of the Business is also subject to this Agreement as accepted by the Subscriber who invited them. This Agreement applies from the moment an Account is created, including during any Trial Period and for any period in which an Account uses only the Free Tier. Age and other eligibility requirements are described in Section 3 of the Terms of Use.

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). Holding an advisor *role* on a Business (as a Workspace Member) does not by itself make a person an Advisor; the client-service license in Section 2(i) applies only to holders of an Advisor Subscription Plan.

"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 and each Workspace Member, employee, consultant, contractor, agent, or other individual whom Subscriber authorizes 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 that StartBlox currently offers, as described in Section 4(d), available to a Subscriber 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. StartBlox's ownership of Platform-generated output is subject to the license granted to Subscriber in Section 6(d).

"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 an individual granted an owner, advisor, or member role on a given Business, as described in Section 3(b). A Workspace Member is not the Subscriber merely by holding a role on a Business.

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, except as expressly permitted for Advisors under Section 2(i). 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. Clause (ii) does not restrict an Advisor's exercise of the rights expressly granted in Section 2(i), and does not restrict Subscriber's use of Platform-generated output under the license granted in Section 6(d).

(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 the suspension of all use of the Platform, in accordance with Section 2(f).

(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 may suspend immediately and without prior notice where the suspension is necessary to address a security threat, fraud, illegal activity, or a risk of material harm to StartBlox, to another Subscriber, or to a third party. In all other cases, StartBlox will give Subscriber reasonable notice before suspending and, where the underlying problem can be cured, a reasonable opportunity to cure it. These rules match the suspension rules in Section 4 of the Terms of Use; termination of a Subscription is governed by Section 10 of this Agreement. StartBlox shall use commercially reasonable efforts to provide written notice of any suspension to Subscriber, to provide updates regarding resumption of access, and to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the suspension is cured. Except as provided in Section 9, 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. AI Advisor output is generated on request and is not unique to Subscriber; another subscriber asking a similar question in similar circumstances may receive the same or substantially similar 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 to generate responses to Subscriber and to provide and operate the AI service, in accordance with StartBlox's Privacy Policy. StartBlox does not save AI Advisor conversations as chat history in the Account. The model provider may process and temporarily retain inputs and outputs under the enterprise terms of the service StartBlox has configured, including for operating the service and enforcing its own abuse and safety policies. StartBlox has configured that service so that Subscriber Data submitted through the AI Advisor is not used to train the provider's general-purpose foundation models; that statement reflects the configuration of the service StartBlox uses at the time, and StartBlox will update this Agreement and the Privacy Policy if that configuration changes.

(iv) Subscriber shall not submit to the AI Advisor, and shall not permit any Authorized User to submit, any of the following: Social Security numbers or other government-issued identification numbers; payment card numbers; bank account numbers or other financial-account credentials; passwords or other authentication credentials; health or medical information; information about children (other than information reasonably necessary to add or supervise a Workspace Member aged 13 to 17 as permitted by Section 3(b) of the Terms of Use); or another person's confidential information that Subscriber is not authorized to disclose. The Platform is not designed to receive, and StartBlox does not accept, information subject to HIPAA, the Gramm-Leach-Bliley Act, the PCI DSS, or similar regimes governing highly sensitive regulated data. These restrictions match the AI input restrictions in Section 7 of the Terms of Use, and they do not prohibit entering a password into a sign-in field, or payment and billing information into a field expressly provided by StartBlox or its payment or authentication provider for that purpose.

(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, while other Recommended Vendors pay StartBlox nothing, and those commercial relationships may influence which vendors appear and where they are placed; (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 or a guarantee 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.

(i) Advisor Plan License. If Subscriber holds an Advisor Subscription Plan, the internal-business-use limitation in Section 2(a) does not restrict Subscriber's use of the Platform to serve its clients. Subject to this Agreement, StartBlox grants an Advisor the right to: (i) use the Platform to perform advisory services for clients who have authorized that engagement; (ii) create Businesses for clients and invite client users as Workspace Members; (iii) generate client-specific Platform output and share that output with the client and, at the client's direction, with the client's own team, professional advisors, and investors; (iv) charge its clients for advisory services that incorporate Platform output; and (v) administer more than one client Business at a time, subject to the workspace limits and any per-seat add-ons described on the Website for that Subscription Plan. This license does not permit an Advisor to resell, sublicense, or otherwise provide Platform access to any person who is not an Authorized User or Workspace Member of a Business the Advisor administers.

An Advisor shall keep each client's Business and Subscriber Data segregated, shall not use one client's Subscriber Data for the benefit of another client, and is bound by the confidentiality obligations in Section 5 with respect to each client's Subscriber Data. An Advisor remains responsible under Section 3(a) for all use of the Platform resulting from access it provides. When an advisory engagement ends, the Advisor's access to that client's Business ends when the Business's Owner revokes the Advisor's access, when the Advisor leaves the Business, or on completion of a handoff under Section 3(b)(iii); an Advisor shall not retain access to a client's Business after the engagement ends except as the client authorizes. Nothing in this Section 2(i) changes the allocation of ownership in Section 6, and an Advisor's use of Platform output for client deliverables is governed by the license in Section 6(d).

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).

A Workspace Member role (owner, advisor, or member) reflects Platform permissions only. It does not establish or determine ownership of the underlying business, its equity, intellectual property, or Subscriber Data, or any legal relationship among the individuals involved.

Subscriber further 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) Handoff. Administration of a Business may be transferred to another Workspace Member ("handoff") at any time using the tools provided on the Platform. A handoff requires both (A) initiation by a person authorized to initiate it — the Business's current Owner, or StartBlox where a Subscriber's Account has been closed or a transfer is required by law — and (B) acceptance by the recipient, who must have an Account and must accept the then-current Terms of Use and Subscription Agreement and acknowledge the Privacy Policy as a condition of acceptance.

A completed handoff transfers administration of that Business, workspace access and permissions, and responsibility for Fees attributable to that Business going forward, and relinks that Business's Subscription Plan, tier, and usage entitlements to the recipient's Account. A handoff does not transfer liability for Fees or other obligations that accrued before the transfer, which remain with the Subscriber who incurred them unless StartBlox and the affected parties agree otherwise in writing; it does not transfer any right in or to the underlying business, its equity, or its intellectual property; and it does not, by itself, remove other Workspace Members. StartBlox will notify the affected Workspace Members of a completed handoff, and access changes take effect immediately on completion. Use of the Platform's handoff tool constitutes each affected party's consent to the transfer for purposes of Section 12(e), and does not require a separate written agreement between StartBlox and the parties to the handoff.

StartBlox does not adjudicate disputes about who owns or controls the underlying business. If StartBlox receives credible, competing claims to a Business, StartBlox may decline to process a handoff and may suspend changes to, or access to, that Business until the claimants resolve the dispute among themselves or provide a court order or other authoritative direction.

(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.

(f) Subscriber Representations Regarding Data and Users. Subscriber represents and warrants, on an ongoing basis, that: (i) it has all rights, permissions, and a lawful basis necessary to submit to the Platform each item of Subscriber Data it submits, including information about its employees, contractors, clients, investors, and other individuals; (ii) it has given any notices and obtained any consents that applicable law requires for that submission and for StartBlox's processing of that information as described in this Agreement and the Privacy Policy; (iii) it will not submit information in violation of any law, contract, or duty of confidentiality; (iv) it will not submit the categories of sensitive information restricted under Section 2(g)(iv), whether to the AI Advisor or elsewhere in the Platform; and (v) it has the authority to invite each person it invites into a Business and to grant that person the access the invitation carries, and that each invited person meets the eligibility requirements in Section 3 of the Terms of Use.

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, subject to Section 4(k).

(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. StartBlox collects Subscriber's billing address in the Website account settings and provides it to the payment processor to process payment and to calculate applicable taxes. 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: a Trial Period converts to a paid Subscription only if Subscriber affirmatively selects a paid Subscription Plan and provides payment details. If Subscriber does not do so 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 currently offers a no-cost Free Tier of the Platform, 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. 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. StartBlox may change, limit, or discontinue the Free Tier. Any such change applies going forward only, and StartBlox will give reasonable advance notice of a material reduction or discontinuation of the Free Tier so that Subscriber can download any Platform-generated outputs it wishes to keep (as permitted by Section 6(d)) or select a paid Subscription Plan. StartBlox does not promise that the Free Tier will remain available indefinitely.

(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; StartBlox will send reminder notices for automatic-renewal and continuous-service Subscription Plans where and as required by applicable law (including annual reminders where required); 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. StartBlox and its payment processor calculate applicable taxes using the billing address Subscriber provides under Section 4(b), and Subscriber is responsible for keeping that address accurate.

(h) Automatic Renewal; Cancellation. A paid Subscription automatically renews at the end of each Subscription Period, at the then-current Fee for that Subscription Plan, until Subscriber cancels it. Subscriber may cancel at any time through the Website account settings. Cancellation stops the next renewal; it does not end the current Subscription Period. Subscriber's paid access continues through the end of the Subscription Period it has already paid for, and the Account then continues on the Free Tier described in Section 4(d) unless Subscriber closes the Account under Section 10(b). A downgrade from a paid Subscription Plan to a lower-priced plan or to the Free Tier takes effect at the end of the then-current Subscription Period unless the Website states otherwise at the time of the change.

(i) Refunds. Except as required by applicable law or as expressly provided in this Agreement, Fees are non-refundable and StartBlox does not provide refunds or credits for partial Subscription Periods, unused access, or Subscriber's decision to stop using the Platform. If StartBlox terminates this Agreement or a Subscription for convenience under Section 10(d), StartBlox will refund prepaid Fees for the unused remainder of the then-current Subscription Period on a prorated basis.

(j) Price Changes. StartBlox may change the Fees for a Subscription Plan. StartBlox will give Subscriber at least 30 days' advance notice of a price increase applicable to Subscriber's Subscription Plan, by email or in-Platform notice. A price change takes effect at the start of the next Subscription Period after the notice period ends. If Subscriber does not accept a price change, Subscriber may cancel under Section 4(h) before the change takes effect.

(k) Failed Payment. If a scheduled payment fails, StartBlox's payment processor will automatically retry the payment up to three times: approximately one day after the initial attempt, and then approximately three days after each prior attempt (a retry period of roughly one week in total). Subscriber will receive an email notice after each failed attempt so that Subscriber can update its payment details in Settings → Billing before the next attempt. If the final retry fails, the paid Subscription is cancelled, the unpaid invoice for that billing period is voided (StartBlox does not pursue further collection of it), and the Account continues on the Free Tier described in Section 4(d) rather than being closed. Cancellation for failed payment does not limit StartBlox's rights under Sections 2(f) and 10(c), and Subscriber may start a new paid Subscription at any time, at then-current pricing.

5. Confidentiality; Security

(a) 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, on request, certify in writing to the disclosing Party that such Confidential Information has been destroyed. That obligation does not require a Party to: (i) erase Confidential Information contained in routine system backups, which are retained and overwritten in the ordinary course; (ii) delete information it is required to retain by law, regulation, or a legal hold; (iii) delete one archival copy retained solely for legal and compliance purposes; (iv) delete records retained for security, fraud-prevention, or dispute-resolution purposes; or (v) delete de-identified or aggregated information that no longer identifies the disclosing Party or any individual. Confidential Information retained under this paragraph remains subject to the confidentiality obligations of this Section 5 for as long as it is retained, and the retaining Party will not use it for any purpose other than the purpose for which it was retained.

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, that (A) 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, and (B) with respect to Subscriber Data and personal information, such obligations continue for as long as the receiving Party retains that information.

(b) Security. StartBlox will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Subscriber Data against unauthorized access, use, alteration, or disclosure. Those safeguards include access controls, encryption of data in transit, monitoring, and incident-response practices, as further described in the Privacy Policy. Subscriber acknowledges that no method of transmission or storage is perfectly secure and that StartBlox does not guarantee that Subscriber Data will never be accessed, used, altered, or disclosed without authorization. Subscriber is responsible for maintaining the security of its own Account credentials and for the access it grants to Authorized Users and Workspace Members.

(c) Data Processing Addendum. Where StartBlox processes personal information on Subscriber's behalf, StartBlox will make a data processing addendum available to Subscriber on request. An executed data processing addendum governs the processor-specific obligations it covers, in addition to and without limiting the Privacy Policy.

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. StartBlox's ownership of the StartBlox IP is subject to the license granted to Subscriber in Section 6(d).

(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) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, distribute, and modify Subscriber Data to compile Aggregated Statistics, and to use, reproduce, and distribute Aggregated Statistics to operate, secure, analyze, and improve the Platform, provided that Aggregated Statistics will not identify Subscriber, any Authorized User, or any other individual, and will not disclose Subscriber's Confidential Information. StartBlox will not attempt to re-identify de-identified information within Aggregated Statistics. The license in clause (ii) does not restrict Subscriber's own right to use, disclose, or separately license its Subscriber Data for any other purpose. For clarity: Aggregated Statistics are StartBlox IP, and this Agreement grants Subscriber no right or license in or to Aggregated Statistics; and once Subscriber Data has been incorporated into Aggregated Statistics, StartBlox has no obligation to extract, separate, delete, or return that Subscriber Data from the Aggregated Statistics, including on termination of this Agreement, closure of an Account, or a deletion request. The export and deletion rights described in Section 10(b) apply to Subscriber Data as stored in Subscriber's Account, not to Aggregated Statistics.

(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.

(d) Subscriber License to Platform Output. StartBlox grants Subscriber a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, download, modify, share, and retain the Platform-generated output produced for Subscriber's Businesses (including risk assessments, action plans, and AI Advisor responses), for Subscriber's business purposes, including sharing with Subscriber's professional advisors, team, investors, and — for Advisors — authorized client deliverables. This license survives termination of this Agreement.

This license covers the output produced for Subscriber's Businesses. It does not grant Subscriber any right in the Platform itself or in the underlying data fields, categories, question sets, taxonomies, or scoring methodologies, and it does not permit Subscriber to redistribute Platform output as a competing product or service, or to use it in a manner otherwise prohibited by Section 2(c).

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 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. THIS SECTION 7 DOES NOT LIMIT STARTBLOX'S SECURITY COMMITMENT IN SECTION 5(b).

8. Subscriber Indemnification

(a) Indemnity. 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.

(b) Procedures. The following procedures apply to any indemnity obligation under this Agreement. The Party seeking indemnification (the "Indemnified Party") shall give the indemnifying Party prompt written notice of the claim; a delay in giving notice relieves the indemnifying Party of its obligations only to the extent the indemnifying Party is actually prejudiced by the delay. The indemnifying Party has the right to control the defense and settlement of the claim with counsel of its choice. The Indemnified Party shall provide reasonable cooperation in the defense at the indemnifying Party's expense. The indemnifying Party may not settle a claim in a way that imposes any liability, payment, admission of fault, or other obligation on the Indemnified Party, or that restricts the Indemnified Party's rights, without the Indemnified Party's prior written consent, which will not be unreasonably withheld. The Indemnified Party may participate in the defense with its own counsel at its own expense.

9. Limitations of Liability

(a) Excluded Damages. IN NO EVENT WILL EITHER PARTY 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 CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, LOST BUSINESS, DIMINUTION IN VALUE, OR LOSS OF GOODWILL OR REPUTATION, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

(b) Cap on Direct Damages. 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 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).

(c) Carve-Outs. Sections 9(a) and 9(b) do not apply to, and do not limit: (i) liability for fraud, willful misconduct, or gross negligence; (ii) Subscriber's obligation to pay Fees due under Section 4; (iii) Subscriber's indemnification obligations under Section 8; or (iv) any liability that cannot be excluded or limited under applicable law.

(d) Reliance on Platform Output. Subscriber acknowledges that business, legal, tax, financial, and regulatory decisions Subscriber makes in reliance on the Platform or the AI Advisor are Subscriber's own decisions, made with the benefit of the disclaimers in Sections 2(g) and 7. Any claim relating to such a decision is subject to Sections 9(a) through 9(c). The limitations in this Section 9 are consistent with the limitations in Section 19 of the Terms of Use; where a claim arises out of a Subscription, this Section 9 governs.

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"), renewing automatically as described in Section 4(h) 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) Cancellation, Downgrade, Account Closure, and Reset. These are four different things, and Subscriber should choose deliberately among them:

(i) Cancellation. Cancelling a paid Subscription stops the next renewal. Access continues through the end of the paid Subscription Period, after which the Account continues on the Free Tier. No Subscriber Data is deleted.

(ii) Downgrade. Moving to a lower-priced Subscription Plan or to the Free Tier reduces the functionality available under Section 4(d) but keeps the Account and the Subscriber Data intact and accessible.

(iii) Reset. Resetting a Business clears that Business's diagnostic answers, action state, and related outputs using the tools provided at the Website. A reset is deliberate and is not reversible.

(iv) Account closure. Closing an Account ends this Agreement for that Account. Requests concerning personal information (such as account and billing details) are handled as described in the Privacy Policy, including after Account closure. StartBlox does not provide a general export of Subscriber Data or of Platform content; Subscriber Data does not include the Platform's questions, taxonomies, steps, or other StartBlox IP, and no provision of this Agreement grants Subscriber a right to extract or reproduce StartBlox IP. Before closing an Account, Subscriber is encouraged to download any Platform-generated outputs it wishes to keep, as permitted by the license in Section 6(d). Within 90 days after closure, StartBlox deletes or de-identifies the associated Subscriber Data in accordance with Section 10 of the Privacy Policy, except for information StartBlox retains as described in Section 5(a) of this Agreement and Section 10 of the Privacy Policy (for example, billing and tax records, security and fraud records, and information subject to a legal hold). Subscriber acknowledges that, once deletion is complete, the Subscriber Data will not be available for future access or use on the Platform even if the Subscription is later renewed or the Account is reactivated. Closing an Account does not, by itself, delete a Business that has other Workspace Members; a Business with another eligible Workspace Member may continue under a handoff as described in Section 3(b)(iii).

StartBlox recommends managing these changes using the tools provided at the Website, which explain the effect of each option before it takes effect.

(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: (i) if Subscriber fails to pay any amount when due hereunder, and such failure continues more than 10 days; or (ii) if Subscriber materially breaches this Agreement and, where the breach can be cured, fails to cure it within 30 days after receiving written notice describing the breach. StartBlox may terminate immediately, without a cure period, where the breach involves fraud, illegal activity, a security threat, or a risk of material harm to StartBlox, another Subscriber, or a third party. Subscriber may terminate this Agreement at any time by cancelling its Subscription and closing its Account under Section 10(b).

(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, and will give Subscriber a reasonable opportunity, before access ends, to download any Platform-generated outputs it wishes to keep as permitted by Section 6(d), unless prohibited by law.

(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 — except that Subscriber may retain and continue to use the Platform-generated output licensed to it under Section 6(d). 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 Sections 4(i) and 10(d).

(f) Survival. This Section 10(f) and Sections 1, 5, 6 (including the license in Section 6(d)), 7, 8, 9, 11, and 12, together with Section 10(e) and any payment obligations accrued under Section 4, 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, and except for 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 ("AAA") under its Commercial Arbitration Rules, rather than in court — except that if the AAA determines under its rules that the dispute involves a consumer, the AAA's Consumer Arbitration Rules apply instead. This arbitration agreement is mutual: it applies equally to claims StartBlox brings against Subscriber and claims Subscriber brings against StartBlox. This Section 11 and Section 22 of the Terms of Use are one framework and state the same operative terms; accepting both documents does not create two different arbitration agreements.

(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 the 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. One opt-out notice covers both this Section 11 and Section 22 of the Terms of Use. If Subscriber opts out, neither Subscriber nor StartBlox will be required to arbitrate disputes with the other, and Section 11(a) governs instead.

(iv) Location and fees. Arbitration will take place in Franklin County, Ohio, or by videoconference at Subscriber's election. Each Party bears arbitration fees and costs as the applicable AAA rules provide.

(v) No retroactive changes. If StartBlox changes this Section 11, the change does not apply to any dispute that accrued before the change took effect.

(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, 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, and (ii) second, the Terms of Use.

The Privacy Policy is a notice describing how we handle personal information, not a ranked contract term. If another agreement contains additional data-protection commitments, those apply in addition to the Privacy Policy, and nothing in these documents limits rights provided by applicable privacy law.

(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. For changes that materially affect Subscriber's rights or obligations — including changes to Fees, this Section 12(c), Section 9 (Limitations of Liability), Section 8 (Subscriber Indemnification), Section 11 (Dispute Resolution), or the rights StartBlox has in Subscriber Data — StartBlox will give Subscriber advance notice, at least 30 days where practicable, by email or in-Platform notice, and will state the date the change takes effect. Material changes apply going forward only. Subscriber may cancel its Subscription under Section 4(h) before a material change takes effect; Subscriber's continued use of the Platform after the effective date constitutes acceptance of the change. No change to Section 11 (Dispute Resolution) applies to a dispute that accrued before the change took effect. Where applicable law requires separate consent for a change, StartBlox will obtain that consent. 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 handoffs. StartBlox may provide a tool via the Platform to automatically associate a Subscription with a corporation or to transfer administration 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; Sanctions. The Platform utilizes software and technology that may be subject to US export control laws, including the Export Administration Regulations (15 C.F.R. Parts 730–774) and economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. 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.

Subscriber represents and warrants, on an ongoing basis, that it is not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions or embargo; that it is not identified on any US government list of restricted or prohibited parties, and is not owned or controlled by any such party; and that it will not use the Platform for any end use prohibited by applicable export-control or sanctions law. StartBlox may suspend or terminate access under Section 2(f) or Section 10(c) as necessary to comply with export-control and sanctions requirements, and blocks access from certain countries site-wide for those reasons.

(g) Regional Availability; Local Compliance; Additional Terms. Subscriber acknowledges that the Platform and all Platform-generated regulatory, legal, tax, compliance, and business guidance are designed for United States businesses and are based on United States frameworks, as described in Section 3(d) and Section 17 of the Terms of Use. If Subscriber or any Authorized User accesses or uses the Platform outside the United States, Subscriber is responsible for: (i) determining whether that access and use are lawful; (ii) obtaining appropriate advice concerning local legal, tax, employment, privacy, consumer-protection, and regulatory requirements; (iii) ensuring that Subscriber Data may lawfully be submitted to and processed by StartBlox and its service providers in the United States; and (iv) complying with all laws applicable to Subscriber's business, users, and activities. Subscriber may not permit access to the Platform by an individual located in an Excluded Territory (the European Economic Area, the United Kingdom, or Switzerland, as defined in the Terms of Use) unless StartBlox has expressly authorized that access in writing. Access from certain other countries is blocked for sanctions and legal-compliance reasons. 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. A notice sent by email or in-Platform notification is effective when sent, and a notice sent by mail is effective when delivered. Subscriber is responsible for keeping the email address associated with its Account current.

(i) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or will confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

(j) Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties, and neither Party has authority to bind the other or to hold itself out as having that authority.

(k) Electronic Signatures and Records. The Parties agree that this Agreement may be accepted electronically, that Subscriber's acceptance through the signup checkboxes described in the preamble has the same legal effect as a handwritten signature, and that StartBlox's records of the accepted document version and the date and time of acceptance are admissible evidence of that acceptance. Subscriber consents to receive notices, agreements, disclosures, and other communications from StartBlox electronically, by email or in-Platform notification, and agrees that those electronic communications satisfy any legal requirement that a communication be in writing.