Terms of Service

Monthly Terms of Service

This Agreement (this "Agreement"), effective as of the Date of Exeuction (the "Effective Date"), is by and between BreachQuest, Inc., a Delaware corporation with its principal place of business in Dallas, Texas ("BreachQuest"), and the undersigned counterparty, ("You" or "You").

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO DO SO, AND AGREE THAT SUCH ENTITY, AND ALL OF THE ENTITY'S EMPLOYEES AND USERS WILL BE BOUND BY THIS AGREEMENT. IF YOU AND/OR THE ENTITY DO NOT WISH TO BE BOUND BY (OR YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO) THIS AGREEMENT ON THE ENTITY'S BEHALF, YOU MAY NOT USE THE SERVICES OR ENTER INTO THIS AGREEMENT.

The Parties agree as follows:

  1. Access and Use.
    1. Provision of Access. Subject to and conditioned on Your payment of Fees and compliance with all other terms and conditions of this Agreement, BreachQuest hereby grants You a non-exclusive, non-transferable (except in compliance with Section 11(g)) right to access and use the software as a service described (the "Services") during the Term (as defined in Section 10, solely for use by Your employees, consultants, contractors, and agents (i) who are authorized by You to access and use the Services under the rights granted to You pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder ("Authorized Users") in accordance with the terms and conditions herein. Such use is limited to Your internal use.
    2. Documentation License. Subject to the terms and conditions contained in this Agreement, BreachQuest hereby grants to You a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(g)) license to use BreachQuest's end user documentation relating to the Services (the "Documentation") during the Term solely for Your internal business purposes in connection with its use of the Services.
    3. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    4. Beta and Evaluation Services. BreachQuest Services provided as part of a trial or evaluation and beta functionality, as determined by BreachQuest's sole discretion, shall not be subject to any representations, warranties, or indemnification obligations, shall not include Support or be subject to any service level agreements or obligations, and shall be terminable by either Party at any time for any or no reason upon notice to the other Party. Notwithstanding anything to the contrary herein, BreachQuest's entire liability with respect to trial, evaluation, and beta Services, whether based upon contract, warranty, tort (including negligence), product liability or otherwise, even if advised in advance or aware of the possibility of any such loss or damage, shall be limited to $500.
    5. Reservation of Rights. BreachQuest reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to s the Services, the Documentation, and any and all intellectual property provided to You or any Authorized User in connection with the foregoing ("BreachQuest IP"). For the avoidance of doubt, BreachQuest IP includes Aggregated Statistics and any information, data, or other content derived from BreachQuest's monitoring of access to or use of the Services, but does not include Your Data (as defined below).
    6. Suspension. Notwithstanding anything to the contrary in this Agreement, BreachQuest may temporarily suspend Your and any Authorized User's access to any portion or all of the Services if: (i) BreachQuest reasonably determines that (A) there is a threat or attack on any of the BreachQuest IP; (B) Your or any Authorized User's use of the BreachQuest IP disrupts or poses a security risk to the BreachQuest IP or to any other You or vendor of BreachQuest; (C) You, or any Authorized User, is using the Services and/or BreachQuest IP for fraudulent or illegal activities; (D) subject to applicable law, You has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) BreachQuest's provision of the Services to You or any Authorized User is prohibited by applicable law; (ii) any vendor of BreachQuest has suspended or terminated BreachQuest's access to or use of any third-party services or products required to enable You to access the Services; (iii) in accordance with Section 4(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). BreachQuest shall use commercially reasonable efforts to provide written notice of any Service Suspension to You and to provide updates regarding resumption of access to the Services following any Service Suspension. BreachQuest shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. BreachQuest will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You or any Authorized User may incur as a result of a Service Suspension. The foregoing shall not prohibit BreachQuest from, at its sole discretion, undertaking reasonably necessary scheduled or emergency maintenance for which BreachQuest may provide notice thereof.
    7. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, BreachQuest may monitor, collect, and compile data and information related to Your use of the Services in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between BreachQuest and You, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by BreachQuest. You acknowledges that BreachQuest may compile Aggregated Statistics based on Your Data input into the Services. You agrees that BreachQuest may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
  2. Your Responsibilities.
    1. General. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by You will be deemed a breach of this Agreement by You. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.
    2. Account. You are responsible for activating and maintaining Your account to access the Services. You agree to reasonably safeguard access to and credentials for Your account.
    3. Third-Party Products. BreachQuest may from time to time make third-party products described in the documentation provided with or incorporated into the Services ("Third-Party Products") available to You. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in any documentation. If You does not agree to abide by the applicable terms for any such Third-Party Products, then You should not install or use such Third-Party Products.
  3. Service Levels and Support.
    1. Service Levels. Subject to the terms and conditions of this Agreement, SP will provide Customer with access to the Services through the internet. The Services are subject to modification from time to time at BreachQuest's sole discretion, for any purpose deemed appropriate by BreachQuest. BreachQuest will use reasonable efforts to give you prior written electronic notice of any such modification.
    2. BreachQuest will undertake commercially reasonable efforts to make the Services reasonably available during typical business hours in Eastern Time Zone.
    3. Subject to the terms hereof, BreachQuest will provide reasonable support to Customer for the Services from Monday through Friday during its normal business hours provided that you reach out to us at support@breachquest.com. BreachQUest will endeavor to respond within 24 hours.
  4. Fees and Payment.
    1. Fees. You shall pay us the fees ("Fees") as set forth in the applicable order form or in the App Store checkout without offset or deduction. You shall make all payments hereunder in US dollars at time of purchase and in no event later than 30 from receiving access to the Services. If You fail to make any payment when due, without limiting BreachQuest's other rights and remedies: (i) BreachQuest may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You shall reimburse BreachQuest for all costs incurred by BreachQuest in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 7 days or more, BreachQuest may suspend Your and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. Fees are non-refundable.
    2. Taxes. All Fees and other amounts payable by You under this Agreement are exclusive of taxes and similar assessments. You are responsible for and shall indemnify us for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on BreachQuest's income.
  5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; (d) independently developed by the receiving Party; or (e) in a form or location which Confidential Information would not reasonably be kept. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  6. Intellectual Property Ownership; Feedback.
    1. BreachQuest IP. You acknowledges that, as between You and BreachQuest, BreachQuest owns all right, title, and interest, including all intellectual property rights, in and to the BreachQuest IP and, with respect to Third-Party Products, the applicable third-party own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
    2. Your Data. BreachQuest acknowledges that, as between You and BreachQuest, You owns all right, title, and interest, including all intellectual property rights, in and to information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on Your behalf or an Authorized User through the Services, other than Aggregated Statistics, ("Your Data"). You hereby grant us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Your Data and perform all acts with respect to the Your Data as may be necessary for us to provide the Services to You, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Your Data incorporated within the Aggregated Statistics. You are responsible for adequately protecting Your Data and ensuring reasonable and appropriate precautions taken based on the type of data in Your environment.
    3. Feedback. If You or any of your employees or contractors sends us communications or materials by mail, email, telephone, or otherwise, suggesting or recommending changes to the BreachQuest IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), BreachQuest is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assigns to BreachQuest on Your behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and BreachQuest is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although BreachQuest is not required to use any Feedback.
  7. Warranty Disclaimer. THE BREACHQUEST IP IS PROVIDED "AS IS" AND BREACHQUEST HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BREACHQUEST SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BREACHQUEST MAKES NO WARRANTY OF ANY KIND THAT THE BREACHQUEST IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
    1. BreachQuest's sole obligation and liability, and Your sole and exclusive remedy, under the warranty set forth in this Section 7 ("Warranty Disclaimer") shall be for BreachQuest to, at its sole option, either (i) use commercially reasonable efforts to remedy the problem or correct any errors in the Services, or (ii) refund the applicable Fees paid for the period the Services did not comply; provided that in each case BreachQuest is notified in writing of all warranty claims during Term.
  8. Indemnification.
    1. BreachQuest Indemnification.
      1. BreachQuest shall indemnify, defend, and hold You harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") actually incurred by You resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that You promptly notify BreachQuest, in writing of the claim, cooperate with BreachQuest, and allows BreachQuest sole authority to control the defense and settlement of such claim.
      2. If such a claim is made or appears possible, You agrees to permit BreachQuest, at BreachQuest's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for You to continue use. If BreachQuest determines that neither alternative is reasonably available, BreachQuest may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to You.
      3. This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by BreachQuest or authorized by BreachQuest in writing; (B) modifications to the Services not made by BreachQuest; (C) Your Data; or (D) Third-Party Products.
    2. Your Indemnification. You shall indemnify, hold harmless, and, at BreachQuest's option, defend BreachQuest from and against any Losses resulting from any Third-Party Claim that the Your Data, or any use of Your Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Your or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by BreachQuest or authorized by BreachQuest in writing; or (iv) modifications to the Services not made by BreachQuest, provided that You may not settle any Third-Party Claim against BreachQuest unless BreachQuest consents to such settlement, and further provided that BreachQuest will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    3. Sole Remedy. THIS SECTION 8 SETS FORTH YOUR SOLE REMEDIES AND BREACHQUEST'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  9. Limitations of Liability. IN NO EVENT WILL BREACHQUEST BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BREACHQUEST WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BREACHQUEST'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO BREACHQUEST UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000 WHICHEVER IS LESS.
  10. Term and Termination.
    1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for thirty days from such date (the "Initial Term"). This Agreement will automatically renew for up to twenty-four additional successive thirty-day terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term")
    2. Termination. In addition to any other express termination right set forth in this Agreement:
      1. BreachQuest may terminate this Agreement, effective on written notice to You, if You breaches any of its obligations under Section 2(c) or Section 5;
      2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
      3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, You shall immediately discontinue use of the BreachQuest IP and, without limiting Your obligations under Section 5, You shall delete, destroy, or return all copies of the BreachQuest IP and certify in writing to the BreachQuest that the BreachQuest IP has been deleted or destroyed. No expiration or termination will affect Your obligation to pay all Fees that may have become due before such expiration or termination or entitle You to any refund.
    4. Survival. This Section 10(d) and Sections 1, 5, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  11. Modification.
    1. BreachQuest reserves the right to modify this Agreement at any time in accordance with this provision. If we make changes to this Agreement, we will post the revised Terms and ask you to agree to the revised Terms before accessing your account. Changes to this Agreement shall be effective upon posting and acceptance, and you understand and agree that if you use BreachQuest on or after the date on which the terms have changed, BreachQuest will treat your access to or use of Priori as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate this Agreement, your continued access to or use of Priori will constitute acceptance of the revised Terms.
  12. Miscellaneous.
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    3. explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Dallas and County of Dallas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    7. Assignment. You may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of BreachQuest. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    8. Export Regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Your Data outside the US.
    9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of You, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    10. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Annual Terms of Service

This Agreement (this "Agreement"), effective as of the Date of Exeuction (the "Effective Date"), is by and between BreachQuest, Inc., a Delaware corporation with its principal place of business in Dallas, Texas ("BreachQuest"), and the undersigned counterparty, ("You" or "You").

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO DO SO, AND AGREE THAT SUCH ENTITY, AND ALL OF THE ENTITY'S EMPLOYEES AND USERS WILL BE BOUND BY THIS AGREEMENT. IF YOU AND/OR THE ENTITY DO NOT WISH TO BE BOUND BY (OR YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO) THIS AGREEMENT ON THE ENTITY'S BEHALF, YOU MAY NOT USE THE SERVICES OR ENTER INTO THIS AGREEMENT.

The Parties agree as follows:

  1. Access and Use.
    1. Provision of Access. Subject to and conditioned on Your payment of Fees and compliance with all other terms and conditions of this Agreement, BreachQuest hereby grants You a non-exclusive, non-transferable (except in compliance with Section 11(g)) right to access and use the software as a service described (the "Services") during the Term (as defined in Section 10, solely for use by Your employees, consultants, contractors, and agents (i) who are authorized by You to access and use the Services under the rights granted to You pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder ("Authorized Users") in accordance with the terms and conditions herein. Such use is limited to Your internal use.
    2. Documentation License. Subject to the terms and conditions contained in this Agreement, BreachQuest hereby grants to You a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(g)) license to use BreachQuest's end user documentation relating to the Services (the "Documentation") during the Term solely for Your internal business purposes in connection with its use of the Services.
    3. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    4. Beta and Evaluation Services. BreachQuest Services provided as part of a trial or evaluation and beta functionality, as determined by BreachQuest's sole discretion, shall not be subject to any representations, warranties, or indemnification obligations, shall not include Support or be subject to any service level agreements or obligations, and shall be terminable by either Party at any time for any or no reason upon notice to the other Party. Notwithstanding anything to the contrary herein, BreachQuest's entire liability with respect to trial, evaluation, and beta Services, whether based upon contract, warranty, tort (including negligence), product liability or otherwise, even if advised in advance or aware of the possibility of any such loss or damage, shall be limited to $500.
    5. Reservation of Rights. BreachQuest reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to s the Services, the Documentation, and any and all intellectual property provided to You or any Authorized User in connection with the foregoing ("BreachQuest IP"). For the avoidance of doubt, BreachQuest IP includes Aggregated Statistics and any information, data, or other content derived from BreachQuest's monitoring of access to or use of the Services, but does not include Your Data (as defined below).
    6. Suspension. Notwithstanding anything to the contrary in this Agreement, BreachQuest may temporarily suspend Your and any Authorized User's access to any portion or all of the Services if: (i) BreachQuest reasonably determines that (A) there is a threat or attack on any of the BreachQuest IP; (B) Your or any Authorized User's use of the BreachQuest IP disrupts or poses a security risk to the BreachQuest IP or to any other You or vendor of BreachQuest; (C) You, or any Authorized User, is using the Services and/or BreachQuest IP for fraudulent or illegal activities; (D) subject to applicable law, You has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) BreachQuest's provision of the Services to You or any Authorized User is prohibited by applicable law; (ii) any vendor of BreachQuest has suspended or terminated BreachQuest's access to or use of any third-party services or products required to enable You to access the Services; (iii) in accordance with Section 4(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). BreachQuest shall use commercially reasonable efforts to provide written notice of any Service Suspension to You and to provide updates regarding resumption of access to the Services following any Service Suspension. BreachQuest shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. BreachQuest will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You or any Authorized User may incur as a result of a Service Suspension. The foregoing shall not prohibit BreachQuest from, at its sole discretion, undertaking reasonably necessary scheduled or emergency maintenance for which BreachQuest may provide notice thereof.
    7. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, BreachQuest may monitor, collect, and compile data and information related to Your use of the Services in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between BreachQuest and You, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by BreachQuest. You acknowledges that BreachQuest may compile Aggregated Statistics based on Your Data input into the Services. You agrees that BreachQuest may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
  2. Your Responsibilities.
    1. General. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by You will be deemed a breach of this Agreement by You. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.
    2. Account. You are responsible for activating and maintaining Your account to access the Services. You agree to reasonably safeguard access to and credentials for Your account.
    3. Third-Party Products. BreachQuest may from time to time make third-party products described in the documentation provided with or incorporated into the Services ("Third-Party Products") available to You. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in any documentation. If You does not agree to abide by the applicable terms for any such Third-Party Products, then You should not install or use such Third-Party Products.
  3. Service Levels and Support.
    1. Service Levels. Subject to the terms and conditions of this Agreement, SP will provide Customer with access to the Services through the internet. The Services are subject to modification from time to time at BreachQuest's sole discretion, for any purpose deemed appropriate by BreachQuest. BreachQuest will use reasonable efforts to give you prior written electronic notice of any such modification.
    2. BreachQuest will undertake commercially reasonable efforts to make the Services reasonably available during typical business hours in Eastern Time Zone.
    3. Subject to the terms hereof, BreachQuest will provide reasonable support to Customer for the Services from Monday through Friday during its normal business hours provided that you reach out to us at support@breachquest.com. BreachQUest will endeavor to respond within 24 hours.
  4. Fees and Payment.
    1. Fees. You shall pay us the fees ("Fees") as set forth in the applicable order form or in the App Store checkout without offset or deduction. You shall make all payments hereunder in US dollars at time of purchase and in no event later than 30 from receiving access to the Services. If You fail to make any payment when due, without limiting BreachQuest's other rights and remedies: (i) BreachQuest may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You shall reimburse BreachQuest for all costs incurred by BreachQuest in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 7 days or more, BreachQuest may suspend Your and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. Fees are non-refundable.
    2. Taxes. All Fees and other amounts payable by You under this Agreement are exclusive of taxes and similar assessments. You are responsible for and shall indemnify us for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on BreachQuest's income.
  5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; (d) independently developed by the receiving Party; or (e) in a form or location which Confidential Information would not reasonably be kept. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  6. Intellectual Property Ownership; Feedback.
    1. BreachQuest IP. You acknowledges that, as between You and BreachQuest, BreachQuest owns all right, title, and interest, including all intellectual property rights, in and to the BreachQuest IP and, with respect to Third-Party Products, the applicable third-party own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
    2. Your Data. BreachQuest acknowledges that, as between You and BreachQuest, You owns all right, title, and interest, including all intellectual property rights, in and to information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on Your behalf or an Authorized User through the Services, other than Aggregated Statistics, ("Your Data"). You hereby grant us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Your Data and perform all acts with respect to the Your Data as may be necessary for us to provide the Services to You, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Your Data incorporated within the Aggregated Statistics. You are responsible for adequately protecting Your Data and ensuring reasonable and appropriate precautions taken based on the type of data in Your environment.
    3. Feedback. If You or any of your employees or contractors sends us communications or materials by mail, email, telephone, or otherwise, suggesting or recommending changes to the BreachQuest IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), BreachQuest is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assigns to BreachQuest on Your behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and BreachQuest is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although BreachQuest is not required to use any Feedback.
  7. Warranty Disclaimer. THE BREACHQUEST IP IS PROVIDED "AS IS" AND BREACHQUEST HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BREACHQUEST SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BREACHQUEST MAKES NO WARRANTY OF ANY KIND THAT THE BREACHQUEST IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
    1. BreachQuest's sole obligation and liability, and Your sole and exclusive remedy, under the warranty set forth in this Section 7 ("Warranty Disclaimer") shall be for BreachQuest to, at its sole option, either (i) use commercially reasonable efforts to remedy the problem or correct any errors in the Services, or (ii) refund the applicable Fees paid for the period the Services did not comply; provided that in each case BreachQuest is notified in writing of all warranty claims during Term.
  8. Indemnification.
    1. BreachQuest Indemnification.
      1. BreachQuest shall indemnify, defend, and hold You harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") actually incurred by You resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that You promptly notify BreachQuest, in writing of the claim, cooperate with BreachQuest, and allows BreachQuest sole authority to control the defense and settlement of such claim.
      2. If such a claim is made or appears possible, You agrees to permit BreachQuest, at BreachQuest's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for You to continue use. If BreachQuest determines that neither alternative is reasonably available, BreachQuest may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to You.
      3. This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by BreachQuest or authorized by BreachQuest in writing; (B) modifications to the Services not made by BreachQuest; (C) Your Data; or (D) Third-Party Products.
    2. Your Indemnification. You shall indemnify, hold harmless, and, at BreachQuest's option, defend BreachQuest from and against any Losses resulting from any Third-Party Claim that the Your Data, or any use of Your Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Your or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by BreachQuest or authorized by BreachQuest in writing; or (iv) modifications to the Services not made by BreachQuest, provided that You may not settle any Third-Party Claim against BreachQuest unless BreachQuest consents to such settlement, and further provided that BreachQuest will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    3. Sole Remedy. THIS SECTION 8 SETS FORTH YOUR SOLE REMEDIES AND BREACHQUEST'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  9. Limitations of Liability. IN NO EVENT WILL BREACHQUEST BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BREACHQUEST WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BREACHQUEST'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO BREACHQUEST UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000 WHICHEVER IS LESS.
  10. Term and Termination.
    1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until one year from such date (the "Initial Term"). This Agreement will automatically renew for up to two additional successive one year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term")
    2. Termination. In addition to any other express termination right set forth in this Agreement:
      1. BreachQuest may terminate this Agreement, effective on written notice to You, if You breaches any of its obligations under Section 2(c) or Section 5;
      2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
      3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, You shall immediately discontinue use of the BreachQuest IP and, without limiting Your obligations under Section 5, You shall delete, destroy, or return all copies of the BreachQuest IP and certify in writing to the BreachQuest that the BreachQuest IP has been deleted or destroyed. No expiration or termination will affect Your obligation to pay all Fees that may have become due before such expiration or termination or entitle You to any refund.
    4. Survival. This Section 10(d) and Sections 1, 5, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  11. Modification.
    1. BreachQuest reserves the right to modify this Agreement at any time in accordance with this provision. If we make changes to this Agreement, we will post the revised Terms and ask you to agree to the revised Terms before accessing your account. Changes to this Agreement shall be effective upon posting and acceptance, and you understand and agree that if you use BreachQuest on or after the date on which the terms have changed, BreachQuest will treat your access to or use of Priori as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate this Agreement, your continued access to or use of Priori will constitute acceptance of the revised Terms.
  12. Miscellaneous.
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    3. explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Dallas and County of Dallas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    7. Assignment. You may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of BreachQuest. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    8. Export Regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Your Data outside the US.
    9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of You, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    10. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
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