TERMS OF SERVICE AND END USER LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE ACCEPTED AND CONSTITUTE A BINDING AGREEMENT WHEN YOU USE, BROWSE, OR OTHERWISE ACCESS ANY ASPECT OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, UPON CLICKING THE “AGREE” BUTTON OR OTHER COMPARABLE OPTION (“ASSENT”). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS HEREIN, DO NOT CLICK “AGREE” OR OTHERWISE ATTEMPT TO USE ANY ASPECT OF THE SERVICES ENABLED HEREIN AND YOU ARE NOT GRANTED A LICENSE IN ACCORDANCE WITH THIS AGREEMENT, AND ANY ACCESS, COPYING, OR OTHER USE IS UNAUTHORIZED AND PROHIBITED.

This Terms of Service and End User License Agreement (“Agreement”) is made and entered into on the date the Assent was made (“Effective Date”) by and between Breckpoint, Inc., a Nevada corporation (“Breckpoint”) and you as the natural person that indicates the Assent and, as applicable, entity you identified, jointly and severally (“Licensee”) and you represent that you are at least 18 years of age and of legal age within your jurisdiction and able to form a binding agreement with Breckpoint and, as applicable, authorized to bind the entity identified.

In consideration of the covenants, representations, and warranties set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Breckpoint and Licensee (each a “Party” and together the “Parties”) hereby agree as follows:

EACH PARTY UNDERSTANDS THAT THIS AGREEMENT SETS FORTH IMPORTANT RIGHTS AND LIABILITIES THAT IMPOSE SUBSTANTIAL OBLIGATIONS, RESPONSIBILITIES AND COVENANTS UPON EACH PARTY. WHILE EACH PARTY HEREBY COVENANTS, REPRESENTS AND WARRANTS THAT SUCH PARTY HAS FULLY READ AND HAS FULLY UNDERSTOOD THE NATURE, SPIRIT AND SCOPE OF THIS AGREEMENT, EACH PARTY ALSO UNDERSTANDS THAT IT IS IMPORTANT TO SEEK THE ADVICE OF LEGAL COUNSEL WHEN ENTERING INTO SUCH AN AGREEMENT AND EACH PARTY HAS TAKEN THE OPPORTUNITY TO EVALUATE THE NEED FOR LEGAL COUNSEL, AND HAVE EITHER OBTAINED LEGAL COUNSEL'S ADVICE WITH RESPECT TO THIS AGREEMENT OR HAVE DETERMINED, IN SUCH PARTY’S OWN BEST INTEREST, THAT IT IS UNNECESSARY TO TAKE THE TIME TO OBTAIN SUCH LEGAL COUNSEL'S ADVICE.

1. Definitions and Interpretations. Certain terms used herein shall have the meaning ascribed to such terms as set forth below “Breckpoint Intellectual Property” shall mean all Intellectual Property owned, held, licensed, possessed or used by Breckpoint, including, without limitation, the Marks and any other Work Product.

   “Breckpoint Products” shall mean mobile applications, merchandise, and/or any other item, product or good capable of embodying any Breckpoint Property and any other product or good associated with the Breckpoint Services.

   “Breckpoint Property” shall mean all physical and intangible property owned, held, licensed, leased, possessed, or used by Breckpoint, including, without limitation, Work Product, Breckpoint Intellectual Property, facilities, Confidential Information, devices, and/or other property of Breckpoint.

   “Breckpoint Services” shall mean enabling access to the Breckpoint Site and the corresponding Licensed Software and any other services offered from time to time by Breckpoint pertaining to administration of self-funded, captive, risk management and/or related transactions and services, including, without limitation, enabling access to certain portions of the BreckpointSM platform to Licensee as a member, broker, service provider and/or other individual to access certain portions related to a User’s options through a variety of Media.

   “Breckpoint Site” shall mean the website, mobile application, or other similar Media made available and licensed by Breckpoint to various users on breckpoint.com and/or other domain names owned or controlled by Breckpoint from time to time.

   “Claim” shall mean any demand, complaint, request for redress, assertion of a cause of action or other claim whatsoever.

   “Confidential Information” shall mean all the Content relating to, used in or arising out of Breckpoint’s business, finances or other operations and held by, owned, licensed, or otherwise possessed by Breckpoint (whether held by, owned, licensed, possessed or otherwise existing in, on or about Breckpoint’s (or Breckpoint’s clients or Representatives’) premises or Licensee’s offices, residence(s) or facilities and regardless of how such Content came into being, as well as regardless of who created, generated or gathered the Content), including, without limitation, all Content contained in, embodied in (in any Media whatsoever) or relating to Breckpoint's inventions, ideas, creations, works of authorship, works of visual art, business documents, Contracts, licenses, business and non-business relationships, correspondence, operations, manuals, performance manuals, operating data, projections, bulletins, supplier and customer lists and data, sales data, cost data, profit data, strategic planning data, financial planning data, designs, logos, motifs, proposed trademarks or service marks, test results, product or service literature, product or service concepts, manufacturing or sales techniques, process data, specification data, know how, show how, software, databases, research and development information and data.

   “Content” shall mean all material, information, manuals, teaching materials, creative works, sketches, drawings, prints, charts, reports, records, documents, matter, text, software, data, graphics, computer-generated displays and interfaces, images, photographs and works of whatsoever nature, including, without limitation, all compilations of the foregoing and all results and/or derivations of the expression of the foregoing.

   “Contract” shall mean all agreements, contracts, understandings, undertakings, obligations, and other documents or matters where there is or was an agreement to be bound.

   “Develop” shall mean develop, conceive, discover, reduce to practice, create, or otherwise arise out of a Person's efforts in any manner whatsoever and through any means whether now known or hereafter developed.

   “Disclose” shall mean disclose, disseminate, transmit, publish, distribute, make available or otherwise convey.

   “Enabled Content” shall mean data, information, text, graphics, images and other Content resulting from and enabled by the execution of the Licensed Software and accessible by Licensee or other User.

   “Exploit” shall mean to use, make, sell, or otherwise exploit in any manner whatsoever (through any means now known or hereafter Developed).

   “Intellectual Property” shall mean all foreign, federal, state and common law trademarks, service marks, domain names, Internet path names and addresses of whatsoever nature, trade dress, copyrights, know-how, show-how, patents, inventions (whether or not patentable), mask works, software, proprietary data, customer lists, strategic plans, financial data, trade secrets, all other intangible assets of whatsoever nature and all applications for registration and/or issuance with respect to all the foregoing and whether or not any of the foregoing is registerable or patentable, including, without limitation, with respect to all of the foregoing: (a) all goodwill associated with any and all of the foregoing; (b) all parents, continuations, continuations in part, divisionals, reissues and extensions; and (c) all moral rights associated with any and all of the foregoing.

   “Licensed Property” shall mean the Licensed Software and the Enabled Content.

   “Licensed Software” shall mean the website, mobile application and/or other Software made generally and commercially available by Breckpoint and licensed pursuant to this Agreement enabling certain functions for: (a) viewing certain User specific Content through certain specific portals, functions and solutions; (b) viewing certain training videos, alerts, and promotional material; and (c) enabling the Licensee to offer and/or accept Services.

   “Licensee Content” shall mean any Content Disclosed by Licensee, including, without limitation, all Content entered by Licensee using the Licensed Software for inclusion in the Enabled Content, including, without limitation, loss Content and/or insurance requirements.

   “Licensee Likeness” shall mean the Licensee’s image, name (including, without limitation, pseudo-name, fictitious name), trademark, service mark (including service mark of the entity or other Person the individual providing the asset represents), biography, impression, voice, form, or other likeness.

   “Losses” shall mean any and all costs, expenses, fees (including, without limitation, attorneys', accountants', investigators', witnesses' and professionals' fees), charges, expenditures, liabilities, damages and other losses of whatsoever nature.

   “Marks” shall mean the marks BRECKPOINT and any other trademarks, service marks, or other indicia used and/or designated by Breckpoint, along with any designs and variants thereto in association with any Breckpoint Service or Breckpoint Product.

   “Media” shall mean any medium of expression or medium in or through which Content may be embodied or Disclosed (whether tangible or intangible, fixed or unfixed), including, but not limited to, a natural person, print, document-based medium, ceramic, glass, cloth, telephone, television, facsimile, telex, telephony, radio, satellite, cable, wire, computer-based network, network, magnetic means, optical means, electronic means, laser means, Internet, intranet, software, compact and laser disc, digital video displays, video cassettes, and multi-media and any other method (now known or hereafter Developed) for the publication, retention, conveyance, possession or holding of Content.

   “Person” shall mean any natural person, corporation, limited liability company, limited partnership, partnership trust, association, organization or other entity of whatsoever nature.

   “Representatives” shall mean shareholders, directors, officers, strategic advisors, employees, agents, representatives, attorneys, and accountants either holding equity in, retained by, employed by, commissioned by or otherwise controlled by a subject Person.

   “Right” shall mean all right, title and interest, including, without limitation, all Intellectual Property right, title and interest.

   “Section” shall mean an enumerated provision of this Agreement.

   “Trade Secrets” shall mean all methodologies (subject to same being the subject of an issued patent), pricing strategies, marketing approaches and other Confidential Information that Breckpoint reasonably informs (whether orally or in writing) the Licensee from time to time is a trade secret, as well as other Confidential Information reasonably the subject of trade secret protection under relevant and applicable state statutes (including, without limitation, the Uniform Trade Secrets Act as enacted in Nevada).

   “Transfer” shall mean assign, convey and otherwise transfer.

   “User” shall mean the Licensee and any other authorized customer, member, broker, or user of the Licensed Property.

   “Work Product” shall mean all Content Developed pursuant to or related to this Agreement, whether in whole or in part by Licensee, whether or not copyrightable or otherwise protected.

2. Grant of Limited License.
   1. Subject to the terms and conditions of this Agreement, Breckpoint hereby grants to Licensee a personal, limited, revocable, non-exclusive, non-transferable, non-assignable license to: (a) access and execute the executable code of the Licensed Software on and through the Breckpoint Site utilizing the Licensee’s account for internal, non-commercial purposes only or internal limited business purposes when specifically authorized in writing by Breckpoint; and (b) view the Enabled Content only for Licensee’s internal non-commercial or internal business use specified for the Licensee’s account and in accordance with all Laws applicable to Licensee. This foregoing limited license applies to any future versions, improvements, developments, updates and upgrades to the Licensed Software that Breckpoint may make generally and commercially available to the Licensee, unless such versions, improvements, developments, updates and/or upgrades are accompanied by separate terms.
   2. Licensee hereby grants Breckpoint a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable, assignable license to use, modify, translate, reformat, create derivative works from, store, distribute and display any Licensee Content, including, without limitation, in and through the Licensed Property.
   3. Breckpoint may, in Breckpoint’s sole and absolute discretion, modify any and all of the Licensed Property at any time without notice.
   4. All licenses not expressly granted to Licensee pursuant to this Agreement are reserved by Breckpoint.
   5. Breckpoint retains the right to restrict, suspend, and/or terminate Licensee’s use of any portion of the Licensed Property in Breckpoint’s sole and absolute discretion.
   6. Breckpoint retains the right to remove any Content, including, without limitation, Licensee Content in the event of an actual or suspected breach of this Agreement (in Breckpoint’s sole and absolute discretion).
3. Breckpoint Services Subject to the other terms and conditions of this Agreement, Breckpoint will use its reasonable efforts to enable the foregoing limited license for the User-specific personal and/or other options, as may be modified and/or offered from time to time by Breckpoint.
4. Licensee Services/Prohibited Activities
   1. Licensee Services. Licensee shall, or cause the individual(s) designated by Licensee to, fulfill the obligations that the Licensee accepts from or offers to Breckpoint or Breckpoint’s designated customers and/or other Users (“Services”), including, without limitation: (a) provide full and accurate information needed or requested in order to select, communicate and enable any portion of the Licensed Software, as may be described on the Breckpoint Site, and (b) perform other services related to Breckpoint’s business as approved by Licensee.
   2. Prohibited Activities. Without limiting Section 8, Licensee covenants, represents and warrants that Licensee shall not use the Breckpoint Site and the Licensed Software in any inappropriate or disruptive manner, including, without limitation, that Licensee shall not:
      1. submit, post or otherwise use any false or inaccurate information;
      2. defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
      3. use racially, ethnically, or otherwise offensive language;
      4. discuss or incite illegal activity;
      5. use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);
      6. post anything that exploits children or minors or that depicts cruelty to animals;
      7. post any copyrighted or trademarked materials without the express permission from the owner;
      8. delete or revise any material or other information of any other user or the Breckpoint Site or the Licensed Software;
      9. disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation;
      10. use any robot, spider, scraper or other automated means to access the Breckpoint Site or the Licensed Property;
      11. use the Breckpoint Site or the Licensed Software in any manner that is harmful to others;
      12. attempt to modify, adapt, translate, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Breckpoint Site or the Licensed Property;
      13. reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Breckpoint Site or the Licensed Property;
      14. remove any copyright, trademark or other proprietary rights notice from the Breckpoint Site or the Licensed Software or materials originating from the Breckpoint Site or the Licensed Property;
      15. frame or mirror any part of the Breckpoint Site or the Licensed Property;
      16. create a database by systematically downloading and storing any portion of the Licensed Property, including, without limitation, any Enabled Content;
      17. use the Breckpoint Site or the Licensed Property in a manner that intentionally or unintentionally violates any applicable local, state, national or international law, or in a manner that is inappropriate, harmful or offensive; or
      18. take any action that imposes an unreasonable or disproportionately large load on Breckpoint’s infrastructure or may otherwise harm, disrupt or overburden the Breckpoint Site or the Licensed Property.
   3. Licensee Conduct. BRECKPOINT IS NOT RESPONSIBLE FOR THE CONDUCT OF LICENSEE OR ANY OTHER USER. LICENSEE IS SOLELY RESPONSIBLE FOR INTERACTIONS WITH OTHER USERS. BRECKPOINT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OR ABILITY OF USERS, INCLUDING, WITHOUT LIMITATION, THEIR ABILITY TO PROVIDE THE SERVICES OR FULFILL ANY PORTION OF A TRANSACTION.
5. Likeness/Marks. Licensee hereby consents and grants to Breckpoint and Breckpoint’s Representatives the perpetual right, permission and authority to use, publish, modify, change, distribute, display, and/or otherwise Exploit worldwide (in whole or in part, severally or in conjunction with other Content) the Licensee Likeness (including, without limitation, any trademarks, service marks and/or other Content with Licensee Likeness provided by Licensee in anticipation of this Agreement) in any manner (including, without limitation, brochures, advertisements, or other promotional or marketing Content) in and through any Media whatsoever relating to, associated with, or arising from the Services or any Breckpoint Service. Breckpoint shall have the right to record, produce, reproduce, enlarge, broadcast, use, distribute and exhibit in any manner and by any art, device, or method, now known or hereafter devised through any Media, Licensee Likeness.
6. Payment.
   1. Licensee shall pay Breckpoint by credit card, electronic funds transfer, or other payment method designated by Breckpoint the periodic fees and/or other amounts designated by Breckpoint for the respective level of access in advance of or before the respective due date, including, without limitation, the payment of the corresponding fees within the designated period. In addition to all other rights and remedies available to Breckpoint at law and equity, in the event Licensee fails to pay Breckpoint the amounts when due, Breckpoint shall have the right, in Breckpoint’s sole and absolute discretion, to immediately and with or without notice, terminate this Agreement and/or suspend or restrict access and all other licenses to the Licensed Property.
   2. Nothing in this Agreement shall obligate Breckpoint to pay any Losses incurred by or on behalf of Licensee to render the Services, including, without limitation, any expenses relating to or arising from the materials used by Licensee to render the Services. Licensee shall be solely responsible for payment of all taxes, as well as expenses for obtaining any governmental authority approvals, on any transactions set forth herein or undertaken by any Party, including, without limitation, taxes, duties, or expenses imposed by any governmental authority for the delivery and/or payments set forth in this Agreement. Payments shall be made payable by credit card, wire transfer, check or other payment means designated by Breckpoint.
7. Termination. This Agreement may be terminated by either Party, for any or no reason, providing notice to the other Party (which may be through account settings within the Licensee’s account); provided, however, that if Licensee terminates or cancels membership or other access, Breckpoint may require a reasonable amount of time to process the action. Unless designated by a Party, cancelling a membership may not terminate this Agreement and may limit or preclude the Licensee from accessing any of the Licensed Property; provided, however, that Licensee shall be required to pay any fees or other amounts due. Notwithstanding the foregoing or any other provision in this Agreement, Breckpoint shall have the right to any and all remedies available at law or equity available to Breckpoint, including, without limitation, the right to terminate this Agreement upon notice, in the event Licensee materially breaches this Agreement.
8. Licensee Covenants, Representations and Warranties. Licensee covenants, represents and warrants the following:
   1. Licensee is at least eighteen (18) years of age and has full and unrestricted power and authority, corporate or otherwise, to execute, deliver and perform this Agreement and other instruments and documents required or contemplated herein;
   2. Licensee is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation;
   3. Licensee has sufficient resources to perform the obligations set forth in this Agreement, including, without limitation, performing the Services and to procure alternative capability in the event that Licensee’s primary resources in performing the Services change in such a manner that such primary resources would reasonably be unable to fulfill Licensee’s obligations pursuant to this Agreement;
   4. neither the execution and delivery of this Agreement or any document, agreement or instrument required or contemplated herein, nor the consummation of the transactions or other provisions contemplated herein or therein shall constitute a violation of, or default under, or conflict with, any term or provision of any commitment, indenture, lease or other Contract to which Licensee is a party or by which Licensee is bound;
   5. Licensee shall comply with all laws of all relevant, applicable governmental authorities in the conduct of Licensee’s activities pursuant to, and arising from, this Agreement, including, without limitation, that Licensee holds and maintains all permits, licenses, and/or other regulatory requirements necessary to provide the Services;
   6. Licensee shall not conjoin the Breckpoint Intellectual Property with any name, service mark, trade name or trademark whatsoever;
   7. Licensee has read and consents to Breckpoint’s privacy policy;
   8. Licensee shall: (a) be responsible for all use of Licensee’s account, including, without limitation, all use of the Licensee account log-in information; (b) maintain the confidentiality of Licensee’s account name and password; (c) take reasonable steps to prevent unauthorized use of Licensee’s account and the Licensed Property; and (d) immediately notify Breckpoint in writing of any disclosure and/or unauthorized use of such account name and password;
   9. Licensee is the natural person or entity associated with the Licensee account, and to the best of Licensee’s knowledge, all information or Content Disclosed by Licensee through the Licensed Software is true and correct;
   10. Licensee owns or has the right to Disclose all the Licensee Content and the Licensee Content does not and shall not infringe, misappropriate, or otherwise violate any Right of any third Person or otherwise violate any laws, including, without limitation, any privacy, security or defamatory laws;
   11. Licensee shall not undertake any act or fail to act in any manner which may disparage, diminish, dilute, damage or endanger Breckpoint or any Right of Breckpoint or allow any third Person to do so;
   12. Licensee shall not delegate any of Licensee’s duties and/or obligations herein to any third Person;
   13. Licensee shall use the Licensed Property in accordance with the limitations set forth herein.
9. Independent Contractor. The Parties intend that the relationship between them created under this Agreement is that of independent contractor relationship only. Licensee shall not be considered an agent or employee of Breckpoint for any purpose.
10. Ownership. Notwithstanding any other provision in this Agreement, Licensee covenants, represents and warrants the following: (a) Breckpoint owns the exclusive Right in and to the Confidential Information, including, without limitation, all Intellectual Property embodied in, relating to, based upon or arising from Confidential Information; (b) to the extent that Licensee is deemed to have or retain any Right or otherwise possess any Right in and to any Breckpoint Intellectual Property, Licensee hereby Transfers all such Right to Breckpoint; (c) Licensee shall execute all documents and undertake all actions necessary to effect the clarification of ownership of all Breckpoint Intellectual Property in and to Breckpoint and to allow Breckpoint to apply for registrations of the Breckpoint Intellectual Property and/or issuances of patents, as well as maintain any registrations or issuances gained; and (d) Licensee hereby waives and releases any Claim of infringement of any Right of Licensee (whether based in any Intellectual Property Right, other proprietary interest whatsoever or applicable fiduciary theory) in, to or respecting any Confidential Information and/or Breckpoint Intellectual Property (including, without limitation, any Claim based on any Licensee’s rights in any Work Product which may be construed as “works of visual art” as defined in the Visual Arts Rights Act of 1990, 17 U.S.C. 106A) and shall never challenge nor dispute Breckpoint's Right in and to Confidential Information and/or Breckpoint Intellectual Property.
11. No Warranty. THE LICENSED PROPERTY AND ALL BRECKPOINT PRODUCTS AND BRECKPOINT SERVICES ARE PROVIDED “AS IS.” BRECKPOINT MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED AND DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, WHETHER OR NOT IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE BRECKPOINT SERVICES, BRECKPOINT PRODUCTS, LICENSED PROPERTY, OR ANY OF THE TRANSACTIONS REASONABLY CONTEMPLATED BY THE PARTIES PURSUANT TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES (some jurisdictions do not allow the exclusion of implied warranties, so the exclusion of implied warranties may not apply to the User) OR CONDITIONS OF TITLE, NON INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT BRECKPOINT KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.
12. Limitations of Liability. BRECKPOINT AND BRECKPOINT’S AFFILIATES AND REPRESENTATIVES SHALL NOT BE LIABLE TO LICENSEE (OR TO ANY PERSON CLAIMING ANY RIGHT, TITLE OR INTEREST DERIVED FROM OR AS SUCCESSOR TO LICENSEE’S RIGHT, TITLE AND INTEREST) WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHER LEGAL THEORY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF BUSINESS, LOSS OR CORRUPTION OF CONTENT, INTERRUPTION OR COMPUTER FAILURE ARISING OUT OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL BRECKPOINT AND BRECKPOINT’S AFFILIATES AND REPRESENTATIVES BE LIABLE TO LICENSEE (OR TO ANY PERSON CLAIMING ANY RIGHT, TITLE OR INTEREST DERIVED FROM OR AS SUCCESSOR TO LICENSEE RIGHT, TITLE AND INTEREST) IN OR FOR AN AMOUNT THAT EXCEEDS THE AMOUNTS, IF ANY, RECEIVED BY BRECKPOINT FROM USER WITHIN THE ONE (1) MONTH PRIOR TO LICENSEE’S CLAIM OR THE TERMINATION OF THIS AGREEMENT, WHICHEVER OCCURS EARLIER.
13. Confidentiality. Throughout this Agreement and for a period of two (2) years thereafter (or such longer period allowed by law), Licensee shall not Exploit any Confidential Information or Disclose any Confidential Information to any Person without the prior written consent of Breckpoint (such consent granted or denied in Breckpoint’s sole and absolute discretion). In perpetuity, Licensee shall not Exploit any Trade Secrets or Disclose any Trade Secrets to any Person. Licensee’s obligations of confidentiality shall not apply to any information or data generally publicly known through no act (directly or indirectly) of Licensee. All provisions protecting Confidential Information shall be deemed to also protect Trade Secrets, but references to Trade Secrets shall not be deemed to automatically refer to Confidential Information.
14. Limitation on Assignment. This Agreement is personal to Licensee and Licensee shall not assign or transfer this Agreement, or any right or obligation hereunder, without the prior written consent of Breckpoint (consent granted or denied in Breckpoint’s sole and absolute discretion), and any assignment or transfer in violation of such restriction shall be void. Breckpoint may assign, transfer, delegate, subcontract, and otherwise convey any right or obligation without restriction.
15. Indemnification. Licensee shall fully indemnify, defend and hold Breckpoint and Breckpoint’s affiliates and Representatives(“Indemnified Parties”) harmless from and against all Losses resulting in or arising from: (a) any breach by Licensee of any provision of this Agreement, or (b) any willful but unauthorized, negligent, reckless, or grossly negligent act or omission on Licensee’s part from which any Indemnified Party incurs any Losses.
16. Equitable Relief. Licensee covenants and represents that any violation of this Agreement by Licensee with respect to Breckpoint Intellectual Property shall cause irreparable injury to Breckpoint and shall entitle Breckpoint to seek extraordinary and equitable relief by a court of competent jurisdiction, including but not limited to temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting bond or security.
17. Governing Law, Certain Interpretations & Entire Agreement. This Agreement shall be governed for all purposes by the laws of the State of Nevada as such laws apply to Contracts performed within Nevada by its residents, and that venue and personal jurisdiction for any Claim with respect to or arising out of this Agreement shall exclusively lie in the state or federal courts sitting in Nevada to which both Parties hereby unconditionally consent. All of the defined terms, if defined in the singular or present tense, shall also retain such general meaning if used in the plural or past tense, and if used in the plural or past tense, shall retain the general meaning if used in the singular or present tense. Section headings are used for convenience only and shall have no interpretive effect or impact whatsoever. If any provision of this Agreement is deemed unenforceable by any court with dispute or interpretive jurisdiction over this Agreement or the Parties, then such provision shall be reformed by such court in such a manner to make the provision enforceable and as near the manifest intent of the Parties as possible. Sections 2 (except 2.1), 4.2, 4.3, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive termination or expiration of this Agreement. This Agreement constitutes the entire agreement of the Parties as to the subject matter set forth herein, and this Agreement may not be modified except by a subsequent written agreement signed by the Parties. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the Parties with reference to the subject matter of this Agreement will be of any force or effect.