Thank you for selecting LOCATE, a Software as a Service Platform, provided by FBP, Inc. (“FBP,” “Company,” “we,” “us,” or “our”). This Agreement contains the terms and conditions (“terms of service”) that govern your access to and use of the Service (as defined below) and is an agreement between FBP, Inc. and you or the entity you represent (“you,” “your,” or “Customer”). Please review thoroughly. If you’re using our Service on behalf of an entity, then you are agreeing to these terms on behalf of that entity and you represent and warrant that you have the authority to bind the entity to these terms. You may not access the Service if you are FBP’s direct or indirect competitor, except with FBP’s prior written consent. In addition, you may not access the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement will be legally binding upon signature of this document by the Customer or, if earlier, when you use any of the Service (the “Effective Date”).
1. DEFINITIONS “API” – means Application Program Interface.
“Credentials” – a paired username and password.
“Downtime” – shall mean sustained System unavailability in excess of three (3) consecutive hours due to the failure of FBP to provide Service(s) for such period. Downtime shall not include any System unavailability during FBP’s Scheduled Maintenance of the System, and Services, as described herein.
“End User” – any individual granted access to the Organization Site by the Customer.
“LOCATE Site” – means the Internet site at the domain www.locateinv.com or any other site operated by FBP.
“Monthly Access Fees” – the recurring fee to access the Service as stipulated in the Proposal.
“Organization Site” – the web address to which the Customer has been assigned access to the Service.
“Scheduled Maintenance” – shall mean a period of time where the System is unavailable to the Customer, and/or any third party, in order for FBP to perform maintenance of the System. System maintenance includes, but shall not be limited to (a) adding, modifying, or upgrading equipment software and/or System source code, and; (b) adding, modifying, or upgrading equipment.
“Service” – collectively, the online inventory management, mobile application, and API for LOCATE as made available on AWS Servers managed by FBP and accessed by web browser or mobile device.
“System” – shall include FBP’s hosted servers, Service interfaces, such other software and or/software systems utilized by FBP for installation, operation and/or maintenance of the Service, and any and all hardware on which FBP operates or hosts the Service whether such hosting is provided directly by FBP or by contract with a commercial hosting service.
“Term” – the period of time in which this Agreement is in effect.
“User(s)” – any person affiliated with the Customer as (a) a full-time or part-time employee, or (b) a full-time or part-time consultant. User is synonymous with the login credentials for an individual as given access to the Service by the Customer.
“User License” – the concurrent access to the Service granted to a single user.
“You” – the Subscriber, and where the context permits, a User. “Your” and “Customer” have corresponding meanings.
“Your Content” – all electronic data or information submitted to and stored in the Service by Users. “Data” has a corresponding meaning.
2. SERVICE 2.1. General
You may access and use the Service in accordance with this Agreement. You will adhere to all laws, rules, and regulations applicable to your use of the Service.
The Customer will be assigned an Organization Site by FBP, which allows access to the Service via a web browser, mobile application, or API which meets the minimum requirements set forth in Section 2.5.1.
2.2. User Access
The User License grants you the access to the Service via the Organization Site. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Customer and the Users, or any other applicable laws:
(i) the Customer determines who is a User and what level of user role access to the relevant organization and Service that User has;
(ii) the Customer is responsible for all Users’ use of the Service;
(iii) the Customer controls each User’s level of access to the relevant organization and Service at all times and can revoke or change a User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a User or shall have that different level of access, as the case may be; and
(iv) if there is any dispute between a Customer and a User regarding access to any organization or Service, the Customer
shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
2.2.1. Service Availability
FBP makes every effort to ensure that the Service should be available for your use 24 hours a day, 7 days a week. However, occasionally the services or website may be unavailable to permit necessary maintenance or development activity to take place.
If for any reason, FBP needs to interrupt services for longer periods, we will take all reasonable steps to ensure that you are notified, by publication on the website, in advance of such activity.
18.104.22.168. Representations and Warranties
The Service operates on Amazon Web Services (AWS) and availability of the Service is subject to availability of AWS Services and the FBP team. Service Levels therefore, will be consistent with the service commitment of AWS, who will use “commercially reasonable efforts” to make AWS available to FBP at least 99.95% of the time, in each case during any monthly billing cycle.
FBP warrants that it will perform the Services in a manner consistent with industry standards, reasonably applicable to the performance thereof.
The Service Level shall not apply to any services other than system availability and shall not apply to performance issues (a) caused by factors outside of FBP’s reasonable control; (b) that resulted from any actions or in-actions of customer or any third parties.
The Customer acknowledges that this agreement is for a web based service that is dependent on the Customer’s Internet connection. FBP is not responsible for the unavailability of its hosting services due to the performance or availability of this connection.
Within two (2) hours of discovering, or receiving notice of Downtime, FBP will determine whether the source of the Downtime is limited to the System. If FBP determines that the System is not the source of the Downtime, FBP will attempt to determine the source of the Downtime within an additional two (2) hour period. In any event, FBP will notify Customer of the source of the Downtime within sixty (60) minutes of identifying the source.
If the source of the Downtime is within the sole control of FBP, FBP will remedy the Downtime within four (4) hours of determining the source. If the source of the Downtime resides outside of the FBP System, FBP will use commercially reasonable efforts to notify the party(ies) responsible for the source of the Downtime and cooperate with them to resolve such problem as soon as possible.
In the event that FBP is unable to determine the source of the Downtime within the time periods described, FBP will deliver one (1) Service Credit to Customer for each two (2) hour period in excess of the time periods (for identification and resolution) described above.
In order to receive any of the Service Credits described herein, Customer must notify FBP within seven (7) days from the time Customer becomes eligible for Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.
The aggregate maximum number of Service Credits to be issued by FBP to Customer, for any and all Downtime periods that occur in a single calendar month, shall not exceed seven (7) Service Credits. In lieu of Service Credits Customer could be eligible to receive a pro-rata refund for (a) Downtime periods for which Customer does not receive a Service Credit due to termination of the agreement or (b) any Services FBP does not deliver to Customer for which Customer has paid.
The service level warranty set forth herein shall only apply to the system provided by FBP and does not apply to (a) any professional services; (b) any supplemental services; (c) any service(s) that expressly exclude this service level warranty (as stated in the system overview for such services). This section states customer’s sole and exclusive remedy for any failure by FBP to provide service(s).
2.3. User Obligations
You are solely responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You must ensure that all User credentials required to access the Service are kept secure and confidential. You must immediately notify us of any unauthorized use of your passwords or any other breach of security and we will reset your password and you must take all other actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Service.
You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:
(i) compliance of Your Content with the any applicable FBP Policies, and the law;
(ii) any claims relating to Your Content; and
(iii) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
When accessing and using the Service, as a condition of these terms, you must:
(i) Not make any attempt to undermine the integrity or security of the Service’s computing systems or networks, or of any third party’s computing systems and networks upon which the Service is hosted;
(ii) Not impair the functionality of the services or website, other systems used to deliver the Service, or any other user of the Service, by your use or misuse of the system;
(iii) Not attempt to gain unauthorized access to any materials or any computer system on which the Service is hosted, other than to those materials you have been given express permission to access;
(iv) Not input into the website, or otherwise transmit, any files that may cause damage to any other person’s computing
devices or software; offensive content; or material that violates any law (including copyright or trade secret law) and;
(v) Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used for the delivery of the Service for operation except as is strictly necessary for normal operation.
You may terminate your account and this Agreement at any time in accordance with Section 8.
2.4. User Limitations
FBP reserves the right to determine the limit of acceptable resources consumed by the Customer. Should the Customer exceed the limit of acceptable resources, use of the Service may be subject to (a) limitations; (b) additional requirements (c) and additional fees as determined by FBP. Any such limitations may be varied by FBP in its sole discretion and will be advised from time to time. Any limitations will remain in effect for the duration of your contract with FBP and any subsequent renewal period.
2.5 Reasonable Use Policy
The Service is to be used in a reasonable way. If use of your Organization Site is deemed unreasonable or your use is causing performance degradation for other Users, we may impose limits on your use of the Service or require upgrading to a separate server. Where possible, you will be given at least 24-hours prior notice and request for your usage to be reduced before imposing any limits, as outlined in Section 2.4 above.
2.5.1. Minimum Requirements 22.214.171.124. Organization Site
The web browser by which the Customer accesses the Service will meet the following requirements, as suggested by FBP (and which can be modified by FBP at any time):
(i) Google Chrome Version 51.0.2704.106 or newer
126.96.36.199. LOCATE Warehouse Mobile Application
The LOCATE Warehouse Mobile Application (“App”) is made available for download via the iTunes App Store. Availability of the download is subject to availability of the iTunes App Store and its content. The mobile device by which the Customer accesses the Service will meet the following requirements, as suggested by FBP (and which can be modified by FBP at any time):
(i) Apple iOS Version 9.3 or newer
2.6 LOCATE Warehouse Mobile Application
Use of the App is an additional access tool for subscribers to conveniently monitor and manage their inventory from a mobile App. We may wish to stop providing the App, and may terminate use of it at any time without giving notice of termination to you. Unless we tell you otherwise, upon any termination, (a) the rights and licenses granted to you in these terms will end; (b) you must stop using the App, and (if needed) delete it from your device.
2.7. Third Party Content
All products and services provided to the Customer by third party providers must be supported by the third party provider of said products and/or services unless otherwise specifically agreed to in writing by an authorized representative of FBP. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk. FBP is not responsible for the functionality of the Service with any other third part application, nor the quality and/or speed of support, or lack thereof, provided by third parties.
3.CHANGES 3.1. To the Service
The Service and this Agreement remain in effect for an indefinite period unless otherwise changed or terminated in writing, and must be signed by an authorized representative of FBP and an authorized representative of the Customer.
3.2 To the API
We may change, discontinue or deprecate any APIs, or API endpoints, for the Service at any time. Any connections or use of the APIs, or API endpoints of the Service by the Customer are at their sole risk. Any connection or use of the APIs, or API endpoints of the Service as developed by FBP will be maintained by FBP.
3.3 To the Agreement
We may modify this Agreement (including any Policies) at any time by email notification with a copy of the new Agreement or by otherwise notifying you in accordance with Section 11.1. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to thoroughly read all modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.
4.SECURITY AND DATA PRIVACY 4.1 LOCATE Security
Without limiting your obligations under Section 2.3, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
You are responsible for taking your own steps to maintain appropriate security, and protection of your internal hardware and networks. Your Organization Site is generated by the Service and is for your internal use only and you may not sell, transfer or sublicense it to any other entity or person without prior written permission by FBP, except that you may disclose your login credentials to your agents and subcontractors performing work on your behalf.
4.2. Data Privacy
You consent to the storage of Your Content in, and transfer of Your Content into, an Amazon Web Services regional server as selected by FBP We will do our best to select a regional server closes to the Customer. We will not access or use Your Content except as necessary to maintain or provide the Service, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party; except in each case as necessary to comply with the law or a binding order of a governmental body.
4.2.1. Third Party Applications and Data Privacy
You acknowledge that by enabling third-party applications for use in conjunction with the Service, you are allowing FBP to provide access of your data to those third-parties as required. FBP shall not be responsible for any disclosure, modification or deletion of your data resulting from any such third-party access.
FBP will keep secret any confidential information provided by or on behalf of the Customer concerning the Customer’s business or business matters.
The obligation of Section 4 does not apply if the information referred to becomes publicly known.
Unless the Customer has obtained prior written permission from FBP, Customer is not to disclose the content of any specifications documents or proposals to third parties.
FBP may sign or provide a Non-Disclosure Agreement after review within a timely manner at the Customer’s request.
5. LIABILITY 5.1. General
FBP warrants that it will perform the Service in a manner consistent with industry standards, reasonably applicable to the performance thereof.
If promptly notified in writing of any action brought against Customer based on a claim that FBP’s Service infringe a United States patent, copyright or trademark right of a third party (except to the extent such claim or infringement relates to any third party software incorporated into FBP’s Service), FBP will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any settlement resulting from such action (provided that Customer shall permit FBP to control the defense of such action and shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without FBP’s prior written approval).
5.3. Indemnification 5.3.1. General
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Service (including any activities under your Organization Site and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.
We will promptly notify you of any claim subject to Section 11.1, but our failure to promptly notify you will only affect your obligations under Section 11.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
Other than those warranties expressly set forth in this agreement, FBP does not make any warranties to customer or any other person or entity, either express or implied (including, without limitation, any warranties of merchantability or fitness for a particular purpose) with respect to the Service provided hereunder. FBP shall not be liable to customer or to any other person or entity, under any circumstance or due to any event whatsoever, for consequential or indirect damages, including, without limitation, loss of profit, loss of use or business stoppage.
Under no circumstances shall FBP’s total liability to the Customer or any other person, regardless of the nature of the claim or form of action (whether arising in contract, tort, strict liability or otherwise), exceed the aggregate amount of fees and revenue charged by FBP for the service or product purchased by the Customer; provided, however that the foregoing limitations set forth in this Section 5.4 shall not apply to actions brought under Section 5.3 or to any injury to persons or damages to property arising out of FBP’s gross negligence or willful, gross misconduct.
5.5 Limitations of Liability
We and our affiliates or licensors will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if a party has been advised of the possibility of such damages. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the Service, including as a result of any (i) termination or suspension of this agreement or your use of or access to the Service, (ii) our discontinuation of any or all of the Service, or, (iii) without limiting any obligations under any other agreements, any unanticipated or unscheduled downtime of all or a portion of the Service for any reason, including as a result of power outages, system failures or other interruptions; (b) the cost of procurement of substitute goods or Service; (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the Service; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data. In any case, our and our affiliates’ and licensors’ aggregate liability under this agreement will be limited to the amount you actually pay us under this agreement for the service that gave rise to the claim during the 12 months preceding the claim.
5.6. Force Majeure
FBP shall not be liable for any damages, costs, expenses or other consequences incurred by Customer or by any other person or entity as a result of delay in, or inability to, deliver any Service or products due to circumstances or events beyond FBP’s reasonable control, including without limitation: (i) acts of God; (ii) changes in law or in the interpretation of any law, rule, regulation or ordinance; (iii) strikes, lockouts or other labor problems; (iv) transportation delays; (v) unavailability of supplies or materials; (vi) fire or explosion; (vii) riot, military action or usurped power; (viii) actions or failures to act on the part of a governmental authority; or (ix) your inability to use the Service, including as a result of any (a) termination or suspension of this agreement or your use of or access to the Service, (b) our discontinuation of any or all of the Service, or, (c) without limiting any obligations under any other agreements, any anticipated or unscheduled downtime of all or a portion of the Service of any reason, including as a result of power outages, system failures or other interruptions.
6. FEES AND PAYMENT 6.1. General
FBP reserves the right to establish policies regarding prices, payments and invoice terms and to modify these terms at any time.
Credits or refunds will not be issued on the basis of the Customer’s failure to fulfill the requirements set forth by FBP, or failure to provide additional information or data requested by the FBP.
Monthly Access Fees will be charged to the Customer at a renewal term of one month with a start date (1) month from the
Effective Date and will continue from month to month.
6.2. Payment Obligations
Existing fee agreements will automatically renew every month unless terminated by either party by providing notice in accordance with the terms outlined in Section 8. Payments for Monthly Access Fees will be made to FBP by an automatic credit card charge, as provided by the Customer, on the renewal date.
The Customer is responsible for updating the appropriate contact and credit card information as necessary with us.
6.3. Failure to Pay
If payment is not received by the end of the monthly renewal period, FBP will give the Customer 15-days prior notice to the suspension of access to the Organization Site without limiting our other rights and remedies to further collect funds. We will provide notice of nonpayment to you in the form of two emails, in accordance with Section 11.1.1, and one phone call within 15-days of the invoice. Upon the 15th day of delinquent payment your access will be suspended in accordance with Sections 7 and 8 of this Agreement.
Fees collected by FBP do not include any taxes. Licensee is responsible for taxes that may be associated with these fees.
6.4. Order Cancellation
Orders are non-cancelable by the Customer after acceptance by FBP. Furthermore, the number of Users granted access to the Service cannot be decreased prior to the end of the renewal term, regardless of any termination, nonpayment, nonuse or other conduct or inaction on the part of the Customer.
7. TEMPORARY SUSPENSION 7.1 General
FBP may suspend your right to access or use any portion or all of the Service immediately upon notice to you if we determine:
(i) your use of or registration for the Service (a) poses a security risk to the Service or any third party, (b) may adversely impact the Service or the systems or Content of any other FBP customer, (c) may subject us, our affiliates, or any third party to liability, or (d) may be fraudulent;
(ii) you are in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or
(iii) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
7.2 Effect of Suspension
If FBP suspends your right to access or use any portion or all of the Service:
(i) you remain responsible for all fees and charges you have incurred through the date of suspension;
(ii) you remain responsible for any applicable fees and charges for any Service to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;
(iii) you will not be entitled to any service credits for any period of suspension; and
(iv) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement.
Our right to suspend your or any End User’s right to access or use the Service is in addition to our right to terminate this Agreement pursuant to Section 8.
8. TERMS AND TERMINATION 8.1 Term
The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 8.2.
8.2. Termination 8.2.1. Termination for Convenience
You may terminate this Agreement for any reason by: (a) providing us notice and (b) closing your account for the Service for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you 30-days advance notice.
8.2.2. Termination for Cause
188.8.131.52. By Either Party
Either party may terminate this Agreement for cause upon 30-days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.
184.108.40.206. By FBP
We may also terminate this Agreement immediately upon notice to you (a) for cause, if any act or omission by you or any End User results in a suspension described in Sections 7 and 2, (b) if our relationship with a third party partner who provides software or other technology we use to provide the Service expires, terminates or requires us to change the way we provide the software or other technology as part of the Service, (c) if we believe providing the Service could create a substantial economic or technical burden or material security risk for us, (d) in order to comply with the law or requests of governmental entities, or (e) if we determine use of the Service by you or any End Users or our provision of any of the Service to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.
Non-payment for the Service within 15 days of date due, as stipulated in Section 6, will result in immediate termination.
8.3. Effect of Termination 8.3.1. General
Upon any termination of this Agreement:
(i) all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred, including any pre-paid, through the current renewal period, including fees and charges for in-process tasks completed after the date of termination; and
(iii) you will immediately return or, if instructed by us, destroy all LOCATE Content in your possession.
No prorated refunds will be issued for early termination initiated by either party.
8.3.2. Post-Termination Assistance
Unless we terminate your use of the Service pursuant to Section 7.2, during the 30 days following termination:
(i) we will export the core of your data into CSV documents, which may be retrieved only if you have paid any charges for any post-termination use of the Service and all other amounts due;
(ii) your database will be kept for 30 days; and
(iii) we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers.
Any additional post-termination assistance from us is subject to mutual agreement by you and us.
9. PROPRIETARY RIGHTS 9.1. General
Title to, and all Intellectual Property Rights in the Service, the Organization Site and any documentation relating to the Service remain the property of FBP (or its licensors).
9.2. Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of FBP’s Monthly Access Fees when due and any re-establishment fee due and payable under Section 6. You grant FBP a license to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Service and for any other purpose related to provision of Service to You. For the avoidance of doubt, this license is without limitation to FBP’s right to create anonymized data compilations or similar works.
9.3. Accuracy of Data
When you input any Data onto the Organization Site you agree and acknowledge that you are responsible for ensuring the accuracy of such Data. FBP is under no obligation to ensure that your Data on the Organization Site is an accurate representation of your actual business data.
9.4. License Restrictions
Neither you nor any End User may use the Service in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service (except to the extent software included in the Service are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service, (c) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service
All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service you have used.
If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions.
10. SUPPORT 10.1. General
Support will be available during standard business hours: Monday – Friday, 7am to 4pm Pacific Time, excluding all government holidays, and closures at FBP’s discretion.
10.2. Support Requests
FBP provides technical support in response to specific inquiries. Support is available for authorized users of the Service, and is provided only for standard hardware platforms and operating systems supported by FBP as outlined in Section 2.5.1.
A request for support must be submitted to FBP via (a) email to email@example.com; (b) or submission of the form “Report an Issue” as available on the website www.locateinv.com. When submitting a request, you may designate the severity level of a problem; provided that, we reserve the right to reclassify the severity level in our reasonable opinion. Should FBP deem a request to be related to additional training of the User, as opposed to an issue or bug in the Service, fulfillment of the submitted request is subject to additional review and possible fees as determined by FBP.
10.3. Response Time
Technical issues will be acknowledged within two (2) hours of notification to the FBP support team, as properly submitted by an authorized individual of the Customer via one of the methods outlined in Section 10.1 above, within “standard business hours”. Any technical issues notified outside of “standard business hours” will be addressed within the first two (2) hours of the following business day.
10.3.1. Limitations of Liability and Support
FBP will use commercially reasonable efforts to provide corrections or workaround solutions for any problem or issue reported and determined to be in the Service within the term of this Agreement. While it is the goal of FBP to provide an acceptable resolution for incoming problems/issues and incidents, we cannot predict a resolution time and we do not represent, warrant or guarantee that (a) we will always be able to resolve a request fully, (b) you will no longer experience a problem, (c) we will provide a bug fix, patch or other workaround in connection with the identified problem, or (d) any support or advice will result in any performance efficiency or improvement. You are solely responsible for the implementation and results of any suggestions or advice received.
Modifications to the Service not performed or permitted by FBP will render the Agreement null and void. If we fail to fulfill our obligations under this Agreement, the Customer’s sole and exclusive remedy is the right to terminate this Agreement immediately for the affected Service.
In no event shall FBP be liable to the Customer for costs of procurement of substitute goods or Service; Lost profits; Lost sales or business expenditures; investments; Or commitments in connection with any business, loss of any goodwill, or for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement or use of the Service, however caused, on any theory of liability, and whether or not FBP has been advised of the possibility of such damage. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
FBP will determine how and by which person or persons the work will be performed.
FBP will not provide support for products or services provided to you by a third party.
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the party to be bound. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflict of law rules. Customer acknowledges and agrees that this Agreement is not intended to be and shall not be construed to be a franchise or business opportunity. 11.1. Notice 11.1.1. To You
We may provide any notice to you under this Agreement by: (a) posting a notice on the LOCATE Site; or (b) sending a message to the email address then associated with your account. Notices we provide by posting on the LOCATE Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
11.1.2. To Us
To give us notice under this Agreement, you must contact FBP as follows: (a) by facsimile transmission to 562-264-1261; or (b) by personal delivery, overnight courier or registered or certified mail to FBP, Inc. 6201 E. Bayshore Walk, Long Beach, CA 90803. We may update the facsimile number or address for notices to us by posting a notice on the LOCATE Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
All communications and notices to be made or given pursuant to this Agreement must be in the English language.
11.3. No Waivers
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
The Service is provided “as is.” We and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Service or the third party content, including any warranty that the Service or third party content will be uninterrupted, error free or free of harmful components, or that any content, including your content or the third party content, will be secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
Certain Sections of this Agreement may have been renamed and/or renumbered in this document for convenience only and such renaming and/or renumbering shall not affect the validity, construction or interpretation of the Agreement. References in the terms of service to any Section names or numbers under this document shall be deemed to be a reference to the identified or corresponding provisions in this document to accomplish the reasonable intent and objectives of such provisions to the greatest extent possible under applicable law.