Terms & Conditions

1. Definitions

2. Order of Precedence; Separate Written Agreements

2.1 If you or your company has signed a Separate Written Agreement with ICB Tech, that Separate Written Agreement governs and controls over this Agreement to the extent of any conflict or inconsistency. Nothing in this Agreement amends, supersedes, or replaces a Separate Written Agreement.

2.2 Subject to Section 2.1, this Agreement, the Order Form, and any Separate Written Agreement are read together as complementary terms. If this Agreement and an Order Form conflict, this Agreement controls, except as to pricing, License Type, term, and subscription scope, which the Order Form governs.

3. Account Registration, Security, and Multi-Factor Authentication

3.1 To access the Service you must create or activate an Account. You agree to provide accurate, current, and complete information and to keep it up to date.

3.2 Each login is personal to one individual and may not be shared. You are responsible for safeguarding your password, your mobile device, and any one-time verification codes, and for all activities that occur under your Account.

3.3 The Service uses multi-factor authentication, which may include SMS text-message or authenticator-app one-time passcodes, to verify your identity. You agree not to share, forward, or disclose any verification code, and not to attempt to bypass, disable, or defeat any authentication or access control.

3.4 You must immediately notify ICB Tech at [email protected] of any unauthorized use of your Account, any lost or compromised device, or any other breach of security.

3.5 ICB Tech may suspend any Account as provided in Section 24.

4. Subscriber Accounts and Authorized Users

4.1 Primary Account responsibility. The Subscriber is the party to this Agreement and bears full responsibility for all Authorized Users and all activity under its Account, including all data entered, accessed, or generated by Authorized Users. Any act or omission by an Authorized User that would be a breach of this Agreement if performed by the Subscriber is deemed a breach by the Subscriber.

4.2 Access management. Subscriber is solely responsible for creating, modifying, and revoking Authorized User access, and must immediately revoke access for any Authorized User who is no longer employed by or affiliated with Subscriber.

4.3 Authority. Subscriber represents and warrants that it has authority to bind its Authorized Users, and that the individual accepting this Agreement is authorized to bind Subscriber.

4.4 Single billing responsibility. All fees, including fees associated with Authorized Users, are the sole responsibility of the Subscriber.

5. License Types, Trials, and Order Forms

5.1 License tiers. The Service is offered under the following License Types: (a) Individual License, limited to one (1) Authorized User and one (1) Dealer Location; (b) Dealer License, for a single dealership with the number of Authorized Users stated on the Order Form at one (1) Dealer Location; and (c) Auto Group License, for dealer groups under common ownership or management, with the number of Authorized Users and Dealer Locations stated on the Order Form.

5.2 Order Form. The Order Form is incorporated into this Agreement. Subscriber's right to use the Service is limited to the License Type, number of Authorized Users, number of Dealer Locations, and term on the Order Form. Use beyond that scope is a material breach of this Agreement.

5.3 Upgrades and downgrades. Subscriber may upgrade at any time, effective on payment of any applicable fees. Downgrades take effect at the start of the next billing cycle, and Subscriber must reduce its Authorized Users and Dealer Locations before the downgrade takes effect.

5.4 Exceeding scope. If Subscriber exceeds its License Type, ICB Tech may (a) upgrade Subscriber to the appropriate License Type and charge the applicable fees, (b) suspend the excess access, or (c) terminate for breach.

5.5 Trials and promotional licenses. ICB Tech may issue free-trial, promotional, or evaluation licenses for a limited period stated in the Order Form. They end automatically at the end of that period, may be shortened or ended by ICB Tech at any time, include features that may be incomplete or change, and are provided "as is" without warranty. No refund, credit, or compensation is owed when they end.

6. License Grant and Restrictions

6.1 Subject to your compliance with this Agreement, ICB Tech grants Subscriber and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service through its normal user interface solely for Subscriber's internal business purposes, as limited by the Order Form.

6.2 Except as expressly permitted in a Separate Written Agreement, you shall NOT:

• copy, modify, distribute, sell, lease, or sublicense any part of the Service or Generated Content;
• reverse engineer, decompile, disassemble, or attempt to access, view, copy, or derive the source code, back end, databases, APIs, algorithms, or valuation methods of the Service, including through browser developer tools, network-traffic inspection, or page-code inspection;
• use any bot, scraper, spider, script, or automation to access the Service, or run evaluations in bulk, except through an API expressly licensed to you;
• share your login credentials or verification codes, or allow access beyond your license;
• use the Service, its Generated Content, or any information about how it works to build, train, calibrate, test, or improve any product, model, or feature that generates vehicle valuations, price ranges, or comparable-vehicle results, or to develop a competing product;
• resell, redistribute, or commercially exploit Generated Content, or compile it into a dataset, except as permitted in the Order Form or a Separate Written Agreement;
• circumvent any technological measure designed to control access to the Service; or
• use the Service in violation of any law, including consumer-protection, advertising, privacy, and telemarketing laws.

7. Fees, Payment, and Cancellation

7.1 Fees. Fees, if any, are specified on the Order Form and are due in advance according to the billing cycle stated there. You authorize ICB Tech to charge your designated payment method for all applicable fees. Fees exclude taxes, which Subscriber will pay (other than taxes on ICB Tech's income).

7.2 Automatic renewal. Paid subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date.

7.3 Price changes. ICB Tech may change pricing on at least thirty (30) days' notice. Changes take effect at the next renewal period and do not affect the current billing period.

7.4 Cancellation by Subscriber. You may cancel at any time through your Account settings or by notice to ICB Tech support. Cancellation is effective on receipt, and you keep access through the end of the current paid billing cycle, after which access ends at 11:59 PM Central Time on the last day of that cycle.

7.5 No refunds for Subscriber cancellation. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 21, 24.4, AND 26.3, ALL FEES PAID ARE NON-REFUNDABLE, and there are no refunds, credits, or prorations for partial periods, downgrades, non-use, dissatisfaction, business closure, or cancellation by Subscriber.

7.6 Failed payments. If any payment is not received when due, ICB Tech may suspend or terminate access to the Service, and overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

8. Data Accuracy Disclaimer

8.1 The Service aggregates and displays market data, vehicle information, pricing estimates, and other content from third-party data providers and external sources. ICB Tech does not independently verify, validate, or guarantee the accuracy, completeness, timeliness, or reliability of any such data.

8.2 ALL DATA, PRICING RECOMMENDATIONS, MARKET EVALUATIONS, AND GENERATED CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Evaluation Results are estimates only and are not guarantees or appraisals of the actual value of any vehicle. Values fluctuate based on market conditions, location, condition, and many other factors beyond ICB Tech's control.

8.3 USER ASSUMES ALL RISK. You are solely responsible for independently verifying all data and Generated Content, including by physically inspecting any vehicle, before making any business decision. Any reliance on the Service is at your own risk. ICB Tech is not a referral or advisory service and does not recommend or endorse any transaction, purchasing strategy, or business practice.

9. Artificial Intelligence and Automated Outputs

9.1 Certain features of the Service use statistical models, machine learning, or generative artificial intelligence ("AI Features"), including features that estimate values or price ranges, select comparable vehicles, summarize information, or draft text.

9.2 Output of AI Features is probabilistic. It may be incomplete, inaccurate, out of date, or inconsistent between similar inputs, and it is Generated Content subject to Section 8. AI Features do not provide appraisals, legal, tax, credit, or financial advice.

9.3 You are solely responsible for reviewing Generated Content before relying on it, and for every price, offer, appraisal, representation, advertisement, or message that you or your Authorized Users make to any customer or other third party, whether or not it was suggested, drafted, or calculated by the Service. ICB Tech does not make offers, set prices, or communicate with your customers on your behalf unless a Separate Written Agreement expressly provides otherwise.

9.4 You will not use the Service as the sole basis for any decision that produces legal or similarly significant effects on a consumer, including decisions about credit or financing eligibility, without meaningful human review, and you will comply with all laws that apply to automated decision-making.

10. Service Availability and Downtime

10.1 The Service is provided on a commercially reasonable efforts basis. ICB Tech does not guarantee that the Service will be available at all times or that access will be uninterrupted, timely, secure, or error-free. The Service relies on third-party data providers, APIs, telecommunications carriers, cloud infrastructure, and other services beyond ICB Tech's control, and ICB Tech may perform maintenance that causes temporary unavailability, with advance notice of planned maintenance where reasonably practicable.

10.2 ICB TECH SHALL NOT BE LIABLE FOR ANY LOSS OF INCOME, REVENUE, PROFITS, BUSINESS OPPORTUNITY, GOODWILL, OR SALES, BUSINESS INTERRUPTION, OR OTHER DAMAGES ARISING FROM ANY OUTAGE, DOWNTIME, DELAY, OR UNAVAILABILITY OF THE SERVICE, WHETHER PLANNED OR UNPLANNED. Subscriber's sole remedy for unavailability is set out in Section 21.

11. Support, Maintenance, Onboarding, and Acceptance

11.1 Support. ICB Tech provides support by email at [email protected] from 8:00 a.m. to 6:00 p.m. Central Time, Monday through Friday, excluding U.S. federal holidays. ICB Tech will use commercially reasonable efforts to respond to critical issues (the Service is unavailable to all of Subscriber's users, or a suspected security incident) within four (4) business hours and to all other issues within one (1) business day. Response times are targets, not guarantees, and missing a target is not a breach of this Agreement.

11.2 Maintenance and changes. ICB Tech may maintain, update, and improve the Service, including by adding, modifying, or removing features, provided that ICB Tech will not materially reduce the core functionality of Subscriber's license during a paid term.

11.3 Onboarding and acceptance. For Dealer and Auto Group licenses, ICB Tech will confirm the configuration of Subscriber's Account and Dealer Locations. Subscriber will notify ICB Tech in writing, within ten (10) days after its account is activated ("Go-Live"), of any material failure of the Service to conform to the Order Form. If Subscriber does not do so, the Service is deemed accepted. ICB Tech's sole obligation for a timely reported non-conformity is set out in Section 21.

11.4 Subscriber responsibilities. Subscriber is responsible for providing accurate information, reasonable cooperation, supported browsers and devices, and its own internet access, and for the acts of its Authorized Users.

12. Third-Party Services and Data

12.1 The Service integrates with and relies on third-party data providers, APIs, and services. ICB Tech has no control over, and is not responsible for, the quality, accuracy, availability, or performance of third-party services and data, which may change or be discontinued without notice.

12.2 Your use of the Service may be subject to additional terms imposed by third-party providers, and you will comply with them.

13. Customer Data, Data Protection, and Security

13.1 Customer Data. "Customer Data" means data that Subscriber or its Authorized Users submit to the Service, including any information relating to an identified or identifiable individual ("Personal Data"). As between the parties, Subscriber owns Customer Data. Subscriber grants ICB Tech a non-exclusive license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, support, and improve the Service and as otherwise permitted by this Agreement.

13.2 Aggregated Data. ICB Tech may create de-identified and aggregated data derived from Customer Data and from use of the Service ("Aggregated Data"). ICB Tech owns Aggregated Data and may use it for any lawful purpose, provided that Aggregated Data does not identify Subscriber or any individual.

13.3 Service-provider role. To the extent Customer Data contains Personal Data of consumers, ICB Tech processes it as Subscriber's service provider (processor) on Subscriber's instructions, which are this Agreement and Subscriber's use of the Service. ICB Tech will not sell that Personal Data or use it for targeted advertising, and will not retain, use, or disclose it outside the direct business relationship with Subscriber except as permitted by applicable law. Where Subscriber is a "financial institution" under the Gramm-Leach-Bliley Act, ICB Tech maintains safeguards consistent with those the FTC Safeguards Rule (16 C.F.R. Part 314) requires of service providers.

13.4 Security. ICB Tech maintains a written information security program with administrative, technical, and physical safeguards appropriate to the nature of the data, including encryption in transit, role-based access controls, multi-factor authentication for administrative access, audit logging, malware protection, and backups. ICB Tech may update its safeguards from time to time, provided the overall level of protection is not materially reduced. No system is completely secure, and ICB Tech does not warrant that the Service is free of vulnerabilities.

13.5 Subprocessors. Subscriber authorizes ICB Tech to engage third-party subprocessors (for example, hosting, communications, email, payment, artificial-intelligence, and backup providers) to process Customer Data, provided each is bound by written data-protection obligations appropriate to its services. A current list is available on request to [email protected]. ICB Tech remains responsible for its subprocessors' performance to the same extent it would be for its own, subject to Section 22.

13.6 Security incidents. ICB Tech will notify Subscriber without undue delay, and in any event within seventy-two (72) hours, after confirming unauthorized access to or acquisition of Subscriber's Personal Data in ICB Tech's systems (a "Security Incident"), and will provide the information reasonably available to it and reasonable cooperation. ICB Tech's notification of or response to a Security Incident is not an admission of fault or liability.

13.7 Subscriber responsibilities. Subscriber is responsible for (a) having all notices, consents, and lawful bases required to submit Customer Data and to have ICB Tech process it; (b) the security of its own devices, networks, credentials, and Authorized User accounts; and (c) not submitting Social Security numbers, driver's license or government identification numbers, payment card numbers, financial account numbers, or health information unless the Service is expressly designed to collect them ("Prohibited Data"). ICB Tech has no liability for Prohibited Data submitted in breach of this Section.

13.8 Data processing agreement. If Subscriber requires a data processing agreement, ICB Tech's data processing agreement, once signed by both parties, is incorporated into this Agreement and controls as to the processing of Personal Data.

13.9 Retention. ICB Tech retains Customer Data in accordance with Section 24 and its data retention schedule. Copies in backups are deleted in the ordinary course of backup rotation.

14. Communications Consent, SMS, and Consumer-Contact Compliance

14.1 Messages to you. By providing your mobile phone number, you consent to receive SMS text messages from ICB Tech Solutions at that number, including one-time verification and sign-in passcodes, security alerts, and account notifications. Message frequency varies with your account activity. Message and data rates may apply. Reply STOP to opt out or HELP for help. Opting out of verification messages may prevent you from signing in. Consent to marketing messages is not a condition of purchase. You also consent to receive account, security, service, and transactional communications by email and telephone.

14.2 Messages you send to consumers. If you use any feature of the Service to contact a consumer or other third party, including by sharing an evaluation, sending a link, or sending a text message, email, or call, you are the sender and initiator of that communication. You are solely responsible for complying with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, state telemarketing and "mini-TCPA" laws, do-not-call rules, and carrier and messaging-registration requirements, including obtaining and keeping records of any required prior express (written) consent and honoring opt-out requests.

14.3 ICB Tech may block, throttle, or suspend any communication or feature that it reasonably believes violates law, carrier rules, or this Agreement, and doing so is not a breach of this Agreement.

14.4 Electronic signature and records. You agree that clicking "I Agree" (together with typing your name, where requested) is your electronic signature and has the same legal effect as a handwritten signature, and that this Agreement and all notices and records relating to it may be provided and kept electronically. ICB Tech keeps a permanent record of your acceptance, including the date and time, the version of this Agreement, your name and email address, and technical information such as your IP address and browser user agent.

15. Intellectual Property

15.1 The Service, including all software, algorithms, valuation methods, data sources, designs, text, graphics, logos, Generated Content (other than Customer Data), Aggregated Data, and all improvements, is the exclusive property of ICB Tech or its licensors and is protected by copyright, trade secret, trademark, and other laws. Nothing in this Agreement grants you any right, title, or interest in the Service except the limited license expressly granted.

15.2 "IME," "Instant Market Eval," "IME Dealer," "IME Power Sports," "IME Powersports," "VINSpot," and related logos are trademarks of ICB Tech and may not be used without prior written permission.

15.3 ICB Tech may use any feedback, suggestions, or ideas you provide regarding the Service without restriction or obligation to you.

16. Confidentiality

16.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. ICB Tech's Confidential Information includes the non-public aspects of the Service, its software, algorithms, valuation methods, data sources, pricing, and roadmap. Subscriber's Confidential Information includes Customer Data.

16.2 The receiving party will use the other party's Confidential Information only to perform or exercise its rights under this Agreement, will not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective, and will protect it with at least reasonable care.

16.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction before receipt, is independently developed without use of the other party's Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information when required by law or legal process, after giving reasonable advance notice where legally permitted.

16.4 Any breach of this Section or of the license restrictions in this Agreement may cause irreparable harm, and the non-breaching party may seek injunctive relief in any court of competent jurisdiction in addition to any other remedy.

17. User Conduct and Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with this Agreement, and not to damage, disable, overburden, or impair the Service; attempt to gain unauthorized access to any portion of the Service or any connected system or network; transmit viruses, malware, or other malicious code; probe, scan, or test the vulnerability of the Service without ICB Tech's written permission; or violate any applicable law.

18. VINSpot Browser Extension

18.1 VINSpot is an optional component of the Service that lets Users access IME functionality while browsing third-party websites, including vehicle marketplace and auction platforms. By installing it you permit it to read content on pages you visit in order to identify vehicle identification numbers (VINs) and provide related functionality.

18.2 You are solely responsible for ensuring that your use of VINSpot complies with the terms of service of any third-party website you access. VINSpot may not be used to extract data from third-party websites beyond what you view in your own ordinary browsing. ICB Tech is not affiliated with any third-party marketplace or auction platform and makes no representation about VINSpot's compatibility with them.

19. Privacy

Your use of the Service is subject to ICB Tech's Privacy Policy at https://www.icbtechsolutions.com/privacy.php, which explains how we collect, use, and protect personal information. Section 13 governs Customer Data that Subscriber submits to the Service and controls over the Privacy Policy as to that data.

20. Disclaimer of Warranties

20.1 THE SERVICE AND ALL GENERATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

20.2 ICB TECH DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT RESULTS WILL BE ACCURATE OR RELIABLE, OR THAT ERRORS WILL BE CORRECTED. No advice or information, oral or written, obtained from ICB Tech creates any warranty not expressly stated in this Agreement.

21. Exclusive Remedies

21.1 Subscriber's sole and exclusive remedy, and ICB Tech's entire liability, for any failure of the Service to perform as described, any defect, error, or inaccuracy in the Service or Generated Content, or any unavailability of the Service, is for ICB Tech to use commercially reasonable efforts to correct the problem or re-perform the affected service. If ICB Tech cannot do so within a reasonable time, either party may terminate the affected subscription on written notice, and ICB Tech will refund any prepaid fees for the unused remainder of the then-current billing period.

21.2 This Section does not limit ICB Tech's obligations under Section 13.6 (Security Incidents), and it is subject to Section 22.

22. Limitation of Liability

22.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICB TECH AND ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, USE, OR DATA, OR ANY COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.2 ICB TECH'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING CLAIMS RELATING TO SECURITY INCIDENTS OR PERSONAL DATA, SHALL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY SUBSCRIBER TO ICB TECH FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00).

22.3 These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, statute, or otherwise, and even if any limited remedy fails of its essential purpose. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain, without which ICB Tech would not provide the Service at the fees charged.

22.4 Time to bring claims. Any claim arising out of or relating to this Agreement or the Service must be brought within one (1) year after the claim arises, or it is permanently barred, to the extent permitted by law.

23. Indemnification

Subscriber agrees to indemnify, defend, and hold harmless ICB Tech and its officers, managers, members, employees, agents, licensors, and affiliates from and against all claims, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your access to or use of the Service;
• your violation of this Agreement or of any law;
• your violation of any third-party right, including any intellectual property or privacy right;
• your reliance on any data or Generated Content, or any price, offer, appraisal, representation, business decision, or transaction based on it;
• any communication you send or initiate to a consumer or other third party, including any claim under the Telephone Consumer Protection Act or similar laws;
• Customer Data, including any claim that you lacked the notices, consents, or rights needed to submit it, and any Prohibited Data; or
• any act or omission of Subscriber's Authorized Users.

24. Term, Termination, Discontinuation, and Data Export

24.1 This Agreement is effective when you accept it and continues until your access to the Service ends.

24.2 By Subscriber. Subscriber may cancel its subscription as provided in Section 7.

24.3 By ICB Tech for cause. ICB Tech may suspend or terminate access immediately, without prior notice or liability, if Subscriber or any Authorized User breaches this Agreement, fails to pay, or uses the Service in a way that ICB Tech reasonably believes creates legal, security, regulatory, or reputational risk to ICB Tech, its customers, or consumers, or upon the end of a promotional, trial, or evaluation license. No refund is owed on termination for cause.

24.4 By ICB Tech for convenience; discontinuation. ICB Tech may terminate a paid subscription for convenience, or discontinue the Service or a material feature, on at least sixty (60) days' notice (or thirty (30) days' notice for a monthly subscription). In that case, ICB Tech will refund any prepaid fees for the unused remainder of the then-current billing period, which is Subscriber's sole remedy.

24.5 Data export. For thirty (30) days after termination or expiration, provided Subscriber's account is paid in full, ICB Tech will, on Subscriber's written request, make Subscriber's Customer Data available for export in a commercially reasonable machine-readable format. After that period, ICB Tech has no obligation to retain Customer Data and may delete it, except as required by law or retained in backups until they rotate. Generated Content and Aggregated Data are not Customer Data.

24.6 Upon termination, all rights and licenses granted to you end and you must stop using the Service. Sections 1, 2, 6.2, 7 (as to amounts owed), 8, 9, 13.2, 13.9, 14.4, 15, 16, 20, 21, 22, 23, 24.5, 25, and 26, and any other provisions that by their nature should survive, survive termination.

25. Dispute Resolution and Arbitration

25.1 Informal resolution. Before starting arbitration, a party must send the other a written description of the dispute, and the parties will try in good faith to resolve it for thirty (30) days.

25.2 Agreement to arbitrate. Except as provided in Section 2.1 (under which the dispute-resolution and venue terms of a Separate Written Agreement control), any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator in Collin County, Texas. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or Confidential Information, and either party may bring an individual claim in small-claims court.

25.3 CLASS ACTION WAIVER. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any class or representative proceeding.

26. General Provisions

26.1 Governing law. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law provisions. Any action not subject to arbitration shall be brought exclusively in the state or federal courts located in Collin County, Texas, subject to Section 2.1.

26.2 Entire agreement. This Agreement, together with the Order Form and any Separate Written Agreement (which controls as provided in Section 2), is the entire agreement between you and ICB Tech regarding the Service and supersedes all prior agreements and understandings. No purchase order or other document you issue changes this Agreement.

26.3 Modifications. ICB Tech may modify this Agreement. It will publish the new version with a new version date, and for material changes will give at least thirty (30) days' notice by email or in the Service before the change takes effect, except that changes required by law or to address a security or compliance risk may take effect immediately. Changes apply prospectively. Where the Service asks you to accept a new version, you must do so to continue using the Service; otherwise, continued use after the effective date constitutes acceptance. If Subscriber does not agree to a material change, its sole remedy is to cancel before the effective date and receive a refund of prepaid fees for the unused remainder of the then-current billing period. Prior versions, and your acceptances of them, are retained and govern conduct before the new version's effective date.

26.4 Severability; waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. Failure to enforce any provision is not a waiver.

26.5 Assignment. You may not assign or transfer this Agreement without ICB Tech's prior written consent. ICB Tech may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.

26.6 Force majeure. ICB Tech is not liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, cyberattacks not caused by ICB Tech's failure to maintain the safeguards in Section 13.4, internet or telecommunications failures, government action, or third-party provider failures.

26.7 Notices. Notices to ICB Tech must be sent to ICB Tech Solutions LLC, 401 Interchange St, McKinney, Texas 75071, with a copy by email to [email protected]. ICB Tech may give notice to the email address associated with your Account or through the Service.

26.8 Electronic communications. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that they be in writing.

26.9 Independent contractors; no third-party beneficiaries. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship. There are no third-party beneficiaries.

26.10 Publicity. ICB Tech may identify Subscriber by name and logo as a customer of the Service unless Subscriber opts out by email to [email protected].

26.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation."