SMALL BUSINESS FINANCE INSTITUTE, INC.
VIDEO LICENSING AGREEMENT
Version 1.0, effective date August 1, 2015
BY REGISTERING TO ACCESS THESE SERVICES, YOU AGREE TO ENTER INTO THIS VIDEO LICENSING AGREEMENT (“AGREEMENT”) WITH SMALL BUSINESS FINANCE INSTITUTE, INC. (“SBFI”). YOU MAY NOT ACCESS SBFI SERVICES OR CONTENT WITHOUT ASSENT TO THIS AGREEMENT. YOUR REPRESENT AND WARRANT THAT YOU ARE AN ADULT, AND HAVE THE BINDING AUTHORITY TO ENTER THIS AGREEMENT. IF YOU DO NOT AGREE, OR ARE NOT AUTHORIZED TO DO SO, PLEASE EXIT THE PLATFORM PROMPTLY.
YOUR CONTINUED USE OF THE SERVICES WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFICATIONS TO THIS AGREEMENT MADE FROM TIME TO TIME, AND YOU SHOULD REVIEW THE MOST RECENT VERSION REGULARLY.
1. DEFINITIONS
The following terms not defined elsewhere in the Agreement have these meanings:
“Account” – a user profile You create to make selections regarding the purchase, access, management, and distribution of the Services.
“Authorized Device(s)” – a specific computer or other media-enabled device, owned or leased by You, personally and individually controlled by You, used exclusively for Your internal business purposes, and registered with SBFI.
“Content” – all SBFI audio, video, Internet-published, and print materials, regardless of format, including, but not limited to, text, images, logos, artwork, graphics, pictures, sound, video, articles, blogs, course summaries, transcripts, and promotional materials; any such materials uploaded or otherwise provided by You to SBFI that result from your participation in SBFI programs; and all intellectual property relating to any portion of the preceding.
“Group Subscriber” – an entity Subscriber whose license is for two (2) or more users in a single physical location; includes that entity’s employees, agents, and individual Subscribers under its group license, as applicable.
“Individual Subscriber” – a Subscriber whose license is for one (1) User.
“Services” – the following provided by SBFI (and its vendors, licensors, and suppliers, as applicable): Content and ancillary materials; the operating platform, technology, and software used to provide them; and any related technical, administrative, support, and professional services provided in connection with them.
“Subscriber(s)” – any person or entity that purchases or is authorized to use a subscription to the Services, including an Individual Subscriber, Group Subscriber, or demonstration Account holder.
“Subscription” – the restricted license granted by this Agreement for access to and use of the Services.
“You” and “Your” – refer inclusively to any Subscriber subject to this Agreement.
2. PAYMENT, TAXES, AND REFUNDS
You agree to pay the fees for the particular Content, and the number of Subscribers and locations, for which you are purchasing a Subscription. Fees are paid in advance for each Subscription ordered, whether or not each assigned individual Subscriber ultimately elects to access the Services.
You are responsible for any sales, use, personal property, import/export, value-added, or other taxes or tariffs (other than SBFI’s corporate income tax) resulting from your purchase and use of the Services, and for all related interest, penalties and expenses. SBFI may, without notice, suspend or terminate access to the Services for late payment. Overdue payments are subject to late charges equal to the lesser of: (a) one and one-half percent (1.5%) of the overdue amount per month; or (b) the maximum amount permitted under applicable law. You agree to pay all attorneys’ and collection fees arising from efforts to collect any past-due amounts.
The SBFI refund policy is located at https://sbfi.org/refund-policy. Refund requests are considered on a case-by-case basis upon receipt of a written request sent to Administrator@SBFI.org. SBFI may refuse to provide or issue only a partial refund, and may grant a refund in the form of access to additional SBFI Subscriptions or Content rather than cash.
At SBFI’s sole discretion, You may be granted a free demonstration Account for limited access to certain Services. SBFI may suspend or terminate that Account at any time without notice. All provisions of this Agreement, with the exception of the payment obligations in this Section 2, apply to demonstration Account use. At the end of any demonstration period, You will be responsible for paying for any continued use of the Services.
3. RESTRICTED LICENSE GRANT
Subject to the terms of this Agreement, SBFI grants a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license, to permit the pre-determined number of authorized Subscribers to utilize the Services for the time prescribed by SBFI. Except as expressly allowed by this Agreement, You and any party for whom you are responsible may not (or permit, assist, or encourage any other person to) do any of the following in relation to the Services and Content:
(a) copy, capture, download, save, upload, print, or otherwise store or retain any element of them, whether for subsequent use, re-distribution, re-publication, or any other purpose;
(b) sell, re-sell, rent, lease, loan, share, grant, pledge, assign, transfer, license, publish, publicly display or perform, distribute, broadcast, or otherwise make them available for the benefit of anyone who is not Your authorized Subscriber, whether or not in exchange for compensation to You;
(c) modify, alter, adapt, enhance, translate, reverse engineer, decompile, disassemble, or create derivative works based upon them;
(d) “frame,” “mirror,” “in-line link,” “deep-link,” or employ other similar re-directional or navigational technology to them;
(e) obscure, conceal, modify, or remove any proprietary notices from them, or attempt to disable or circumvent technological, proprietary codes or locks, user identification, digital rights tools or management information, technology protection, or security or control measures employed to control access or rights to them;
(f) provide any commercial hosting service with access to any component of the Services;
(g) misrepresent Your identity or access credentials, access any data or server You are not authorized to access, or otherwise breach the security of the Services.
(h) transmit any unsolicited advertising or promotional materials, or solicit funds, goods, or services via them;
(i) impersonate, or misrepresent your affiliation with, any person or entity to SBFI or its Subscribers;
(j) forge any transmission header or other information so that a communication appears to be generated by SBFI;
(k) obtain non-public information about SBFI, its business, or any of its customers or business relations;
(l) transmit or install any web crawler, mining robot, similar data gathering or extraction tools, virus, time bomb, or other hacking instrument, spam facilitator, or other instrument or process that could in any way affect the availability, use, or enjoyment of the Services, or adversely affect the operation of computers, servers, and other devices, databases, and software of SBFI and its Subscribers;
(m) create a similar product or service that is derived, or incorporates information, concepts or know-how obtained, from them;
(n) violate any legal right of any third party, including any confidentiality, publicity or privacy right, copyright or other intellectual property right; or
(o) take any action, or submit, post, or distribute any material, that is: obscene; pornographic; violent; demeaning or hateful toward a particular individual or demographic; libelous; defamatory; harassing; abusive; tortious; threatening; harmful; otherwise illegal or objectionable; or instructs or encourages illegal conduct.
4. TERM AND TERMINATION
The term of this Agreement commences upon SBFI’s initial issuance of access credentials to each authorized Subscriber under Your Account, and shall continue for the length of the original committed subscription, unless earlier terminated as provided in this Section 4.
This Agreement (and therefore your rights to use the Services) will terminate automatically and immediately without notice if SBFI determines, in its sole discretion, that the Subscriber’s use of the Services: (a) violates this Agreement or any Laws; (b) violates any intellectual property rights of a third party; (c) is disruptive to, or causes malfunction of, the Services or SBFI systems; (d) may expose SBFI to legal liability; or (e) is the subject of any legal restriction imposed on You, or SBFI or its licensors.
You may terminate this Agreement if SBFI materially breaches it, and that breach has not been cured within thirty (30) days of the Subscriber’s delivery of a written notice of default to SBFI; provided, however, that all SBFI Subscription or other fees accrued prior to the date of termination shall be immediately due upon termination.
If this Agreement is terminated for any reason: (i) all of Your Subscriptions will terminate immediately and automatically, and You must ensure that all Subscribers for whom you are responsible immediately cease using the Services; (ii) the Subscriber must promptly and permanently delete or destroy, as applicable, all forms of the Content in the Subscriber’s possession or control (and certify in writing to SBFI that has been done); and (iii) the Subscriber will remain fully responsible and liable for all obligations arising prior to the termination of this Agreement. Except as required by applicable Laws and any SBFI data retention policy in effect from time to time, SBFI may delete any data associated with your Accounts upon termination of this Agreement.
5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
SBFI is the exclusive provider of the Content, which is being licensed and not sold or assigned to You. SBFI (or its licensors and vendors, as applicable) retains all rights, title, and ownership in the Content and Services, including, but not limited to: trademarks, service marks, trade dress; inventions, ideas, trade secrets, coding; the “look and feel”, layout, and other graphic elements of the Services; copyright in the Content; corporate names; and goodwill associated with these marks and other properties. You should assume that everything related to the Services is copyrighted, trademarked, or otherwise protected, owned or licensed by SBFI.
SBFI specifically intends that the Services be used only for the lawful distribution of copyrighted Content, and not in the infringement of any party’s copyright or other intellectual property or contractual rights. Please notify Administrator@SBFI.org of any suspected infringement of intellectual property rights.
6. CONTENT TRACKING AND OWNERSHIP PROTECTIONS
SBFI personnel regularly monitor various commercial online auction websites and the like to prevent the unauthorized sale of SBFI materials. Additionally, the Services contain digital rights management capabilities designed to ensure only authorized Content is delivered and accessed within the registered timeframe. These features may include, without limitation: assignment to, and identification of each individual licensee with, a globally unique identifier address; encryption and decryption tools; and security certificates. Any detected attempt to circumvent or defeat such mechanisms, or any abnormal patterns of use suggesting systematic misuse of the Services or other Agreement violations will cause immediate revocation of the Subscription and subject You to all legal remedies available to SBFI.
You must keep current and complete records individually identifying each Subscriber, and his or her location and Authorized Devices (the “Credentials List”). Upon request from time to time by SBFI, the Subscriber must promptly deliver the current Credentials List to SBFI, together with a compliance certificate signed by the Subscriber (or an authorized officer thereof in the case of a Group Subscriber) confirming that the Credentials List is accurate and complete (the “Compliance Certificate”).
If the Subscriber fails to promptly deliver the Credentials List and Compliance Certificate, SBFI may (during business hours, in a manner that is not unduly interruptive of Subscriber’s business, and subject to reasonable confidentiality and security requirements) interview Subscriber personnel, and inspect Subscriber books, records, computer systems, and facilities to verify compliance with this Agreement. If an audit discloses any unauthorized use of the Services, the Subscriber authorizes automatic and immediate payment to SBFI of all fees attributable to misappropriated Services, as well as expenses incurred by SBFI to conduct the audit.
7. ACCOUNT ACCESS AND USE OF CONTENT
A Subscriber may not install or use the Services on any device other than Authorized Devices. You warrant that use of Your Authorized Devices does not violate any agreement to which You are a party.
You are responsible for maintaining the secrecy of your access credentials, and may not share them with anyone, even if that person has his or her own Subscription. Conversely, You may not use the Account or access credentials of another Subscriber. To further protect against unauthorized access to Your Account, close the browser when You have finished using the Services.
You must promptly notify SBFI immediately of any unauthorized use of Your Account, access credentials, or personal or payment information, or if You suspect other unauthorized access or use of the Services by any other party. SBFI is not liable for any loss that You incur as a result of someone else using Your Account or access credentials, with or without Your knowledge. You may be held liable for any losses incurred by SBFI and its affiliated parties due to your failure to secure Your Account.
You may only use your Account to access one Content item at a time. As to video Content, it may only be streamed for viewing through the specific media player (or other portal or means of Content delivery) designated by SBFI from time to time.
A Subscriber may print a limited number of screen capture pages for the individual note-taking use of that single Subscriber. Those screen-prints, and any other downloadable session transcripts or other text-format printable course Content provided by SBFI, may be accessed by a Subscriber only on an individual monitor and one-print basis, and cannot be further reproduced or distributed to any other party in the same, or any other, format.
8. UPDATES TO CONTENT
SBFI may add, remove, or revise Content from time to time to meet its business and training objectives, including for reasons such as date-based irrelevance or needed updates. Removed content will no longer be accessible. Ancillary learning materials may be released periodically as created.
9. PRIVACY AND SECURITY
The Services incorporate commercially reasonable and standard security precautions designed to maintain Your privacy and the security of Your personal information, but SBFI cannot ensure protection of Your private data. Internet connections and applications harbor certain inherent risks that cannot be practically avoided, and your computer system or data may become the target of attacks from other Internet users. You are responsible for the monitoring and security of Your systems, devices and software, whether or not implicated in the delivery of the Services.
SBFI maintains a privacy policy, as amended from time to time and accessible via SBFI.org (the “Privacy Policy” that is hereby incorporated into this Agreement). SBFI does collect certain information to, among other things: (a) improve the quality, efficiency and security of its platform and Services delivery; (b) deliver and bill You for Services; (c) facilitate Your participation with other Subscribers in SBFI programs; (d) communicate with You concerning customer service issues; (e) advertise related services, and deliver marketing communications from SBFI and third parties who utilize Subscriber databases we compile.
Collected information may include, but is not limited to: Account profile information You submit; globally unique identifier data; IP and IP port addresses; Content access statistics, including viewing time and segment completion; attempted transfers or downloads of Content, or other non-conforming usage indications; network efficiency and congestion; location-based and technical communications data; and other security and performance metrics. In the course of utilizing the Services, You may elect to submit information concerning your professional interests, affiliations, social media accounts, etc., from which SBFI may also gather disclosed demographic and contact information.
If You object to your personal information being transferred or used as described here and in the Privacy Policy, please click “I Do Not Agree” at the bottom of this Agreement to prevent any access to the Services and contact Administrator@SBFI directly with any questions.
10. SYSTEM SPECIFICATIONS AND USE INSTRUCTIONS
The Services will operate only via the hardware, software, and data connections specified by SBFI. It is your responsibility to purchase, obtain, configure, maintain and secure all equipment and applications necessary to utilize the Services. You represent and warrant that: prior to using the Services, you have read all manufacturer and vendor instructions and warnings provided; and the Services will be used in accordance with applicable instructions and warnings. SBFI reserves the right to modify the list of supported hardware and software at any time without notice.
11. SUPPORT
During the term of Your Subscription, SBFI will secure reasonable assistance to help You solve specific problems installing or using the Services. This Agreement does not entitle you, however, to receive hard-copy product documentation, extensive technical support, or periodic enhancements or updates to the Services. Further, You acknowledge that it may not be possible for SBFI to resolve all problems in the delivery of the Services.
12. PUBLICITY AND MARKETING RIGHTS
You may not issue any press release or public statement relating to any discussion, agreement or relationship between You and SBFI without SBFI’s prior written approval. SBFI is permitted to utilize Your name, affiliation, and standard logo, as applicable, but solely to note that You are an SBFI Subscriber in SBFI promotional and marketing materials.
13. YOUR FEEDBACK AND SBFI FEEDBACK
SBFI is not required to accept unsolicited feedback. If You provide any feedback about the Services to SBFI, SBFI owns all rights in such feedback and any derivative intellectual property developed therefrom.
SBFI may use and commercialize, without compensation or attribution, any unsolicited idea, method, concept, intellectual property, copyrightable material, invention, discovery, improvement, trade secret or know-how you submit to SBFI. You agree to take all necessary action to effect SBFI’s ownership of any such submission and all derivatives created from it.
SBFI will provide responsive feedback about Subscriber exam performance, solely to assist in assessment of individuals’ grasp of coursework subject matter. These scores and feedback are not intended to, and may not, be relied upon as a projection of any individual’s ability to practically apply the course material, achieve a related professional certification, etc. Individual success in understanding and applying the course material may be affected by factors beyond SBFI’s control.
SBFI will track both individual and group course attendance records and examination performance, and maintain student transcripts that may be distributed to third parties in accordance with such SBFI academic use, compliance, or certification policy as may be established from time to time.
14. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED TO YOU “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE, OR BY COURSE OF DEALING OR PERFORMANCE. SBFI MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, AVAILABLE, TIMELY, SECURE OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND SECURITY OF THE SERVICES IS YOURS. NO ADVICE OR INFORMATION FROM SBFI, OR ITS AFFILIATES, SUPPLIERS OR LICENSORS, WHETHER ORAL OR WRITTEN, WILL CREATE ANY WARRANTY AS TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SBFI DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE SERVICES DO NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY.
SBFI DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD-PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. SHOULD THE SERVICES PROVE DEFECTIVE, CAUSE YOUR SYSTEMS OR DEVICES TO FAIL FOR ANY REASON, OR CAUSE THE LOSS, THEFT, OR UNINTENDED SHARING OF ANY DATA OR CONTENT, YOU ASSUME THE ENTIRE RISK AND COST OF ANY RESULTING DAMAGES.
THERE ARE DANGERS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS. THE TECHNICAL PROCESSING AND TRANSMISSION OF THE SERVICES, INCLUDING THE CONTENT, MAY INVOLVE SUBJECTING TRANSMISSIONS TO ADAPTATION TO CONFORM THEM TO VARYING TECHNICAL REQUIREMENTS OUT OF SBFI’S CONTROL.
15. FURTHER DISCLAIMERS REGARDING APPLICATION OF CONTENT
No information or advice given by or on behalf of SBFI will create any legally binding or effective representation, warranty, condition or promise by SBFI. The Subscriber is solely responsible for the selection and use of the Content to achieve the Subscriber’s intended results.
The Content is general in nature, and intended solely for personal educational purposes. It is not intended to be a comprehensively accurate source of all relevant information regarding its subject matter. Any comments regarding purported errors or mistakes in the Content should be submitted to Administrator@SBFI.org, but SBFI is not obligated to respond to such claims or revise the Content.
The Content is not a substitute for academic degree programs, or other licensing or certification programs. You may not rely on SBFI Content for legal, regulatory, or tax advice, and instead must engage a professional advisor to consult with You about Your particular situation. SBFI does not represent or warrant that the Content will result in achievement of particular professional or vocational objectives, transaction outcomes, or compliance with or fulfillment of laws, rules, regulations, requirements or guidelines applicable to You and your commercial endeavors.
16. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES
IN NO EVENT WILL SBFI, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR ITS AFFILIATES OR LICENSORS, BE LIABLE FOR: ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR SAVINGS, BUSINESS INTERRUPTION, LOSS OF PRODUCTION OR GOODWILL, LOSS OF USE, LOSS OR MISUSE OF DATA, OR DAMAGE TO SYSTEMS, HARDWARE OR SOFTWARE; OR ANY OTHER COMMERCIAL OR PERSONAL DAMAGES OR LOSSES, EVEN IF SBFI HAS BEEN ADVISED IN ADVANCE OF THEIR POTENTIAL EXISTENCE.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF SBFI, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT, STRICT OR STATUTORY LIABILITY, OR ANY OTHER LEGAL THEORY.
THE MAXIMUM AMOUNT FOR WHICH SBFI MAY BE LIABLE IN CONNECTION WITH THIS AGREEMENT, RESULTING FROM ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AGGREGATE SUM ACTUALLY RECEIVED BY SBFI FROM YOU UNDER THIS AGREEMENT.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, THESE LIMITATIONS MAY NOT FULLY APPLY TO YOU. NOTHING IN THIS AGREEMENT AFFECTS ANY STATUTORY RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.
YOU AGREE, HOWEVER, THAT THESE LIABILITY LIMITATIONS RESULT IN A FAIR ALLOCATION OF RISK AND LIABILITY, AND ARE ESSENTIAL TERMS OF THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THE PRESENCE OF THESE LIMITATIONS IS A SIGNIFICANT FACTOR IN SETTING REASONABLE PRICES FOR YOUR ACCESS TO THE CONTENT, AND THAT SBFI COULD NOT ENTER THIS AGREEMENT ON TERMS AS FAVORABLE TO YOU WITHOUT THEIR PRESENCE.
17. INDEMNITY
YOU WILL INDEMNIFY, DEFEND AND HOLD SBFI, ITS SERVICE PROVIDERS, SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS AND ATTORNEYS HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES, OBLIGATIONS, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) ARISING FROM OR RELATED TO ANY THIRD-PARTY CLAIM, ACTION, SUIT, DEMAND, ALLEGATION, OR COMPLAINT RESULTING FROM OR RELATED TO THE SUBSCRIBER’S: (A) ENTRANCE INTO OR BREACH OF THIS AGREEMENT; (B) USE OF THE CONTENT; OR (C) ALLEGEDLY INTENTIONAL OR GROSSLY NEGLIGENT ACT, OMISSION, MISREPRESENTATION OR VIOLATION OF LAW.
If a third-party claim of intellectual property infringement relating to the Services (a “Third-Party IP Claim”) is made against the Subscriber, the Subscriber agrees to: immediately notify SBFI of its specifics; allow SBFI to control the litigation or settlement (via management personnel and legal counsel of SBFI’s own selection, at its own expense); and cooperate with SBFI in the investigation, defense, or settlement.
SBFI will indemnify the Subscriber as to a Third-Party IP Claim by paying any settlement approved by SBFI; or any judgment, costs, or attorneys’ fees in a final award against the Subscriber. If applicable law does not permit SBFI to control the defense of a Third-Party IP Claim, the Subscriber may engage counsel at its own expense, and SBFI will be permitted to jointly defend Subscriber with counsel of its own choosing. If Subscriber and SBFI do not agree on the defense, SBFI may withdraw its defense of Subscriber and have no further obligation to pay any judgment, settlement, attorneys’ fees, or costs arising from the Third-Party IP Claim; provided that, SBFI shall reasonably cooperate with Subscriber in the investigation, defense and settlement. This SBFI indemnification does not apply to the extent the Third-Party IP Claim is based on, and would not have been made but for: a combination of SBFI Services with another party’s content or services; or the Subscriber’s violation of this Agreement via, e.g., its unauthorized use or modification of the Services.
If a Third-Party IP Claim is made or, in SBFI’s opinion, is likely to be made, SBFI may, in its sole discretion: modify the Services; obtain rights for the Subscriber to continue using the Services; or terminate this Agreement and refund the Subscriber’s paid-in fees. Subscriber agrees to abide by SBFI’s decision as to the preceding and, as applicable, use a different version of the Services or entirely stop using them.
18. INDEPENDENT CONTRACTORS; RESPONSIBILITY FOR AGENTS
You and SBFI are independent contractors entering a license agreement. No joint venture, partnership, employment, agency or other relationship exists between You and SBFI as a result of this Agreement or Your use of the Services. Any business entity or Group Subscriber is fully responsible and liable for: all acts and omissions of any individual who accesses the Services via its Subscription (including, without limitation, its employees, agents, contractors, consultants, and management personnel); and the compliance of any of the preceding persons with this Agreement. Any party who registers a Subscriber, or reimburses a Subscriber’s Subscription or related fees, has these same responsibilities and liabilities as to that beneficiary Subscriber.
19. ASSIGNMENT
You may not assign or otherwise transfer any of the rights or obligations arising out of this Agreement without the prior written consent of SBFI, which may be withheld in its sole and absolute discretion. SBFI may assign this Agreement in whole or in part.
20. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed for all purposes by the laws of the State of Georgia, without regard to conflicts of laws principles, as such laws apply to contracts performed within Georgia by its residents. You agree that exclusive venue and exclusive personal jurisdiction for any action arising out of this Agreement shall sit with a state or federal court of competent jurisdiction located in Fulton County, Georgia; and hereby waive any defense or objection to this venue, whether based on inconvenience of forum or otherwise. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Regardless of any applicable statute or law to the contrary, any claim or action arising out of this Agreement must be filed within one (1) year after such claim or cause of action arose. You accept the result of any potential adjustment of statutes of limitations.
21. INJUNCTIVE RELIEF
Any violation or threatened breach of this Agreement may result in irreparable harm to SBFI, for which damages would be an inadequate remedy. In addition to any rights and remedies otherwise available at law, SBFI shall be entitled to equitable relief to prevent any unauthorized use or disclosure concerning the Services, and to such additional equitable relief as may be deemed proper under the circumstances.
22. U.S. GOVERNMENT END USERS
If the Services are licensed by the United States or in the performance of a U.S. government contract, the Subscriber must confirm that the Services are delivered under the appropriate classification of “commercial item” or “computer software”, as applicable. All use of the Services by agents of the United States government must be subject to pre-approved license terms and restrictions.
23. EXPORT CONTROL
You agree to comply with all applicable import/export laws, restrictions and regulations, and to not export or re-export the Content, any underlying information or technology, or any derivative thereof, without all necessary approvals. You further represent and warrant that You are not: a party to whom the United States prohibits access to these materials; or a national or resident (or located in or under the control) of any country to which export of any element of the Services or Content is unlawful under the Laws of the United States.
24. SURVIVAL
All terms and conditions of this Agreement that, as expressed or by their nature, are intended by SBFI to survive expiration or termination of this Agreement (including, without limitation, all provisions relating to payment, intellectual property, ownership, and indemnification) shall continue in full force and effect after any such event.
25. WAIVER
In the absence of a written SBFI waiver of a provision of this Agreement, the failure of SBFI to enforce any right or provision in this Agreement shall not constitute a waiver thereof. Any waiver on one occasion shall not imply or constitute a waiver on any other occasion; nor shall a partial waiver of any provision constitute a waiver of any other requirement therein.
26. CHANGES TO SERVICES OR THIS AGREEMENT
SBFI reserves the right, in its sole discretion, at any time and without notice, to update, change, modify, add or remove any portion of this Agreement or the Services (including, without limitation, features, specifications, capabilities, functionality, licensing terms, release and update dates, and general availability). Changes to this Agreement will be effective when posted on www.SBFI.com or within the Services portal.
27. FORCE MAJEURE
Notwithstanding any other provision of this Agreement, and except for payment obligations, neither party to this Agreement will be liable for any delay in performing, or failure to perform, any of its obligations under this Agreement if and to the extent performance is delayed or prevented due to a cause beyond that party’s reasonable control, including acts of God, fire, flood, earthquake, acts of war, vandalism, riots, insurrection or civil disobedience, strikes, lock-outs or other labor disruption, or act of government. Any such delay or failure will not be deemed to be a breach of this Agreement by the defaulting party, and the time for the defaulting party’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances for the alleviation of the condition.
28. SEVERABILITY
The invalidity of any portion of this Agreement will not be deemed to affect the validity of any other provision, and any such finding of invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision of this Agreement is held invalid or unenforceable, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. It is expressly understood, however, that the parties intend each and every provision of this Agreement to be valid and enforceable, and hereby knowingly waive all rights to object to any provision of this Agreement. Accordingly, if any part of this Agreement is determined invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will, rather than be stricken in its entirety, be deemed superseded by a valid, enforceable provision that most closely matches the economic intent of the original provision, and the remainder of the Agreement shall continue in effect.
29. ENTIRE AGREEMENT
This Agreement represents the entire understanding of the parties, and supersedes all prior and contemporaneous communications, representations and agreements, whether oral or written, relating to the subject matter of this Agreement. The Subscriber may not rely on any representation or warranty of SBFI or its agents not expressly contained in this Agreement.
