BREADWARE HOLDING LLC dba BREADWARE
END USER LICENSE AGREEMENT

Revision Date: 06/28/2022

This End User License Agreement (“EULA”) is a legal contract between the Licensee (either an individual or an entity) and Breadware Holding LLC dba Breadware (“Breadware”) for the Software product(s) and/or services that Breadware licenses to the Licensee. BREADWARE IS WILLING TO LICENSE THE SOFTWARE AND DOCUMENTATION TO THE LICENSEE ONLY ON THE CONDITION THAT THE LICENSEE ACCEPST ALL OF THE TERMS AND CONDITIONS IN THIS EULA. BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE AND/OR SERVICES, THE LICENSEE ACCEPTS ALL OF THE TERMS AND CONDITIONS. IF THE LICENSEE IS ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY, OR OTHER LEGAL ENTITY, THE LICNESEE REPRESENTS AND WARRANTS THAT THE LICNESEE HAS FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF THE LICENSEE DOES NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE OR SERVICES. CONTINUED USE OF THIS SOFTWARE INDICATES ACCEPTANCE OF THIS EULA.

  1. Definitions
    1. Affiliates: means any entity that is directly or indirectly controlled by or is under common control with such party, where “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interest then outstanding of the relevant entity.
    2. Authorized User: means the following individual persons authorized to use the Software pursuant to the license granted under this Agreement: the Licensee’s employees, agents, and contractors/solely those individuals authorized to use the Software pursuant to the license granted under this Agreement.
    3. Biometric Data: refers to personal information stored by Breadware and/or its vendor(s) about an individual’s physical characteristics that can be used to identify that person. Biometric data can include fingerprints, voiceprints, a retina scan, scans of hand or face geometry, body temperature or other data. As used in this Agreement, Biometric Data includes “biometric identifiers” and “biometric information” as defined in the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. or such other statutes or regulations that apply in the Licensee’s state or municipality.
      1. “Biometric identifier” means a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry. Biometric identifiers do not include writing samples, written signatures, photographs, human biological samples used for valid scientific testing or screening, demographic data, tattoo descriptions, or physical descriptions such as height, weight, hair color, or eye color. Biometric identifiers do not include donated organs, tissues, or parts as defined in the Illinois Anatomical Gift Act or blood or serum stored on behalf of recipients or potential recipients of living or cadaveric transplants and obtained or stored by a federally designated organ procurement agency. Biometric identifiers do not include biological materials regulated under the Genetic Information Privacy Act. Biometric identifiers do not include information captured from a patient in a health care setting or information collected, used, or stored for health care treatment, payment, or operations under the federal Health Insurance Portability and Accountability Act of 1996. Biometric identifiers do not include an X-ray, roentgen process, computed tomography, MRI, PET scan, mammography, or other image or film of the human anatomy used to diagnose, prognose, or treat an illness or other medical condition or to further validate scientific testing or screening.
      2. “Biometric information” refers to any information, regardless of how it is captured, converted, stored, or shared, based on an individual’s biometric identifier used to identify an individual. Biometric information does not include information derived from items or procedures excluded under the definition of biometric identifiers.
    4. Breadware: means Breadware Holding LLC, a Colorado corporation, and its Affiliates, having a principal place of business at 466 S. Skylane Drive Durango, Colorado 81303, United States.
    5. Complementary Software: means samples, utilities, plug-ins, user interface components, and/or reports that are generally not included in a default Software installation but are provided as an accommodation to the Licensee.
    6. Confidential Information: means (i) the Software and Documentation; (ii) the technology, ideas, know-how, documentation, processes, algorithms, and trade secrets embodied in the Software; and (iii) any other information in written or electronic media that is identified as “confidential,” “proprietary,” or with a similar legend at the time of such disclosure.
    7. Customer Data: means information, data, Biometric Data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from the Licensee, the Licensee’s End Customer(s) (as applicable), Authorized User(s), or third parties by or through the Services or that incorporates or is derived from the process of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data, or any other information reflected the access or use of the Service by or on behalf of the Licensee or any Authorized User.
    8. Device: means any physical or virtual environment, node, server, computer, or other digital workstation, electronic, cellular, or computing equipment that runs, accesses, or utilizes the services of the Software.
    9. Documentation: means the then-current documentation regarding the Software that is generally provided or made available to the Licensee by Breadware either in print or electronic, and which may include end user manuals, operation instructions, installation guides, release notes, and on-line help files regarding the use of the Software.
    10. End Customer: means a person who buys or uses the Licensee’s products or services.
    11. EULA: means this End User License Agreement.
    12. License Term: means the time direction of the Software license as specified in any agreement between the parties.
    13. License Type: means Subscription License.
    14. Licensee: means the purchaser of the Software and/or the user of the Software.
    15. Resultant Data: means data and information related to the Licensee or any Authorized Users’ use of the Services that is used by Breadware in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
    16. Software: includes any of the following: Breadware’s computer software, programs, technology, cloud application, services, Complementary Software, firmware and associated media and any updates, upgrades, or enhancements thereto, or portion thereof.
    17. Services: includes any consulting, hosting, and/or product support services provided by Breadware.
    18. Subscription License: means a license based on the right to use the Software and/or Services for a specified period of time and where termination after a specified period of time terminates access and use of the Software and/or Services.
  2. Grant of License
    1. The rights granted to the Licensee with respect to the Software are based on the License Type and the License Term. The License Type and the License Term are detailed in the agreement between the parties completed at the time of the Licensee’s purchase. In the absence of an agreement between the parties, the License Term is assumed to be one month with automatic renewal in advance and thirty (30) days’ notice to cancel based on continued payment in order to use the Software and/or Services.
    2. Subject to the Licensee’s compliance with all the terms and conditions of this EULA, the Licensee’s timely payment of any applicable license fees, and the Licensee’s compliance with the activation process if applicable, Breadware and its third party licensors grants the Licensee a limited, personal, revocable, non-transferrable, non-exclusive, license during the License Term to download, install and/or use the Software and Documentation and/or Services for the Licensee’s own internal business purposes on a Device pursuant to the License Type that the Licensee purchased. The Licensee is responsible for ensuring its personnel and authorized contractors comply with all relevant terms of this EULA and any failure to comply will constitute a breach by the Licensee. Any use of the Software by authorized contractors shall be solely for the Licensee’s internal purposes.
    3. If the Licensees uses any third-party software not supplied by Breadware, including open-source software, in conjunction with any Software, the Licensee must ensure that such use does not require (i) disclosure or distribution of any Software in source code form (ii) licensing of any Software for the purpose of making derivative works, or (iii) redistribution or resale of any Software. For the avoiding of doubt, the Licensee may not combine Software with any software licensed under any version of or derivative for the GNU General Public License (“GPL”) in any manner that could cause, or could be interpreted or asserted to cause, the Software or any modification to the Software to become subject to the terms of the GPL.
    4. The Licensee is responsible for all telecommunication or Internet connections and associated fees required to access or use the Software and/or Services, as well as all hardware and software on the Licensee’s site.
  3. Restrictions
    1. Copy/Design Restrictions. The Licensee may not copy the Software or Documentation except to the extent stated in this Section.
      1. The Licensee will retain and reproduce all copyright or proprietary notices in their exact form on all copies (including partial copies) of the Software or Documentation made by the Licensee as permitted per this Section 3.1.
      2. The Licensee may not reverse assemble, reverse engineer, decompile, disassemble, translate, or create derivative works based on the Software or Documentation, except and only to the extent that such restrictions may be permitted by applicable law, or as set forth in Section 12. The Licensee may not work around or bypass any technical restrictions or limitations in the Software. If the Licensee intends to undertake any of the foregoing as permitted by applicable law, the Licensee will give Breadware advance notice and an opportunity to provide alternative means to address the Licensee’s needs.
      3. The Licensee may not remove, minimize, block, or modify any logs, trademarks, copyrights, or other notices of Breadware or its licensors that are included in the Software or Documentation.
      4. The Licensee may not use the Software or Documentation to make Software training materials to be sold, licensed, used, or distributed, except for the Licensee’s internal use of Documentation copied in its entirety, and screen captures of the Licensee’s Software application. The Licensee is solely responsible and liable for any such training materials the Licensee produces.
    2. Use Restrictions.
      1. The Licensee may not provide, utilize, or commercially host the Software as an application service provider or the like for other third parties.
      2. Except as expressly stated herein, the Licensee may not sublicense, rent, resell, lease, or transfer the Software without Breadware’s prior written consent.
      3. The Licensee may not use the Software beyond the License Type or License Term the Licensee has purchased.
      4. The Licensee may not use any Confidential Information to contest the validity of any intellectual property of Breadware or its licensors.
      5. The Licensee may not use the Software and/or Services in any manner not set forth in this Agreement or in the Services’ documentation. Breadware is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access or use of third party software.
    3. Other Restrictions.
      1. The Licensee may not separate components parts of the Software for independent use.
      2. The Licensee may not use hardware, software, or programming techniques to pool connections, reroute information, or reduce the number of required licenses that directly access or use the Software.
      3. The Licensee may not use any tools, utilities, programming techniques, or command lines to provide enhanced interfacing to the Software beyond authorized Breadware available interfaces.
      4. Any application created by use of the Software is prohibited from being translated into instructions that run on third party Software or hardware platforms without Breadware’s written consent.
  4. Limited Warranty
    1. The Software and/or Services are provided “As Is.” Breadware will use commercially reasonable efforts designed to identify and remove any viruses or other similar intentionally harmful code from the Software prior to delivery to the Licensee. This warranty shall be void if the Licensee attempts to modify the Software in any way or use the Software in breach of this EULA. Breadware makes no representation or warranty, express or implied, that the operation of the Software will be uninterrupted or error free, or that the functions contained in the Software will meet or satisfy the Licensee’s intended use or requirements, or that the Software and/or Services will operate with the Hardware or Software configuration the Licensee chooses; the Licensee assumes complete responsibility for decisions made or actions taken based on information obtained using the Software. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Breadware does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND BREADWARE AND ITS LICENSORS DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY UNDER UCITA. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY BREADWARE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION.
    3. THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET OR BE USED IN CONNECTION WITH HARDWARE AND OTHER PRODUCTS THAT ARE CONNECTED TO THE INTERNET. THE LICENSEE ACKNOWLEDGES AND AGREES THAT BREADWARE AND ITS LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE LICENSEE’S DATA, WEB‑SITES, COMPUTERS, OR NETWORKS. BREADWARE AND ITS LICENSORS WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES.
    4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE LICENSEE. THIS WARRANTY GIVES THE LICNESEE SPECIFIC LEGAL RIGHTS, AND THE LICNESEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
  5. Intellectual Property Infringement
    1. Subject to Article 6, Breadware will pay costs and damages finally awarded in any suit against the Licensee to the extent based on a finding that the design of Software licensed hereunder by Breadware infringes any patent, utility model, copyright, or trademark granted or registered in the country of Breadware’s shipping destination, provided that the Licensee: (i) promptly informs Breadware of the alleged infringement in writing; (ii) provides Breadware the exclusive right to defend and settle the suit, at Breadware’s expense; and (iii) provides all reasonable information and assistance requested for the defense. Breadware shall have no liability for any infringement that is based upon or arises out of: (a) compliance with the Licensee’s instructions, specifications, or designs; (b) use of Software in the Licensee’s or a third-party process; (c) combinations with other equipment, software or materials not supplied by Breadware; or (d) the Licensee’s failure to implement any update to the Software furnished by Breadware. In the event any Software is determined or believed by Breadware to infringe the rights of a third party, Breadware may, at its sole option and expense, elect to: (a) modify the Software so that it is non-infringing, (b) replace the Software with non-infringing Software that is functionally equivalent or superior in performance, (c) obtain a license for the Licensee to continue to use the Software as provided hereunder, or (d) if none of the foregoing can be achieved despite the reasonable efforts of Breadware, terminate the license for the infringing Software, have the Licensee return or destroy such Software, and refund to the Licensee the license fees paid by Customer for such Software, prorated over sixty (60) months from the date of this Agreement on a straight-line basis. The foregoing states the sole and exclusive obligations of Breadware for intellectual property infringement.
  6. Limitations of Liability
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BREADWARE OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION OR DATA, FOR BUSINESS INTERRUPTION, FOR LOST SAVINGS, FOR LOSS OF PRIVACY, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF BREADWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE LICENSEE.
    3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BREADWARE’S AND ITS THIRD PARTY LICENSORS’ MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES, INCLUDING THAT WITH RESPECT TO DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LICENSE FEES PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM OR LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
    4. ALL OF THE DISCLAIMERS AND LIMITATIONS OF REMEDIES AND/OR LIABILITY THROUGHOUT THIS EULA WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THIS EULA OR ANY OTHER AGREEMENT BETWEEN THE LICENSEE AND BREADWARE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.
  7. No High Risk UseThe Software is not fault-tolerant and is not designed, developed, or intended for use or resale in hazardous environments requiring fail-safe performance in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Unless Breadware gives its prior written consent and is consulted regarding the specific deployment, system set-up and Software support plan, the License excludes any High Risk Activities, and the Licensee (i) shall not use the Software with respect to any High Risk Activities, and (ii) to the fullest extent permitted by law, shall indemnify, defend, and hold harmless Breadware and its third party licensors from all losses, liabilities claims, damages, costs, attorneys’ fees and other expenses (“Claims”) relating to such High Risk Activities regardless of whether caused by STRICT LIABILITY, REGULATORY OR STATUTORY LIABILITY, PRODUCTS LIABILITY, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), BREACH OF DUTY (LEGAL, STATUTORY, CONTRACTUAL, EQUITABLE, OR OTHERWISE), ANY THEORY OF TORT, BREACH OF CONTRACT, FAULT, THE NEGLIGENCE OF ANY DEGREE OR CHARACTER (WHETHER SOLE, JOINT, OR CONCURRENT; ACTIVE, OR PASSIVE) OF ANY PARTY (“Regardless of Cause”). If it is judicially determined that the foregoing indemnification is to any degree void or unenforceable, the Licensee’s obligation to defend, indemnify, and hold Breadware harmless shall apply: (i) except to the extent of the sole negligence of Breadware or (ii) to the maximum degree permitted by applicable law, whichever of (i) or (ii) provides the most protection to Breadware under applicable law.
  8. Term and Termination
    1. This EULA takes effect upon the earlier of the date the Licensee begins using the Software or the date this Agreement is accepted. The Agreement remains effective until terminated for any reason.
    2. Breadware may immediately suspend the Licensee’s right to download, install, and/or use the Software and Documentation and/or Services: (a) if the Licensee breaches Sections 2 (Grant of License), 3 (Restrictions), 11 (Export Controls), or 17 (Subscription License and Web-Based Software) of the Agreement; and (b) to protect Breadware from potential liability, including compliance with applicable law.
    3. If the Licensee breaches this EULA and does not cure that breach within thirty (30) days after receipt of written notice of the breach, Breadware may terminate this EULA for cause. Breadware may immediately terminate this EULA: (a) if the Licensee breaches Sections 2 (Grant of License), 3 (Restrictions), 11 (Export Controls), or 17 (Subscription License and Web-Based Software) of the Agreement; and (b) to protect Breadware from potential liability, including compliance with the applicable law.
    4. The Licensee agrees upon termination of this EULA to cease using the Software and either return to Breadware or destroy all copies of the Software and Documentation in the Licensee’s possession. If this Software has been licensed to the Licensee as part of a subscription service or limited License Term, this EULA shall terminate after the period of the subscription or Licensed Term has lapsed. Termination of this EULA will automatically terminate all licenses granted herein. The protections afforded to Breadware in this EULA relating to intellectual property protection, confidentiality, disclaimers, indemnification, and liability limitations shall survive any termination or expiration of this Agreement.
    5. Conditioned upon request by the Licensee made within thirty (30) days after the effective date of termination or expiration of this Agreement, Breadware will make the Customer Data available to the Licensee for export or download. After the thirty (30) day period, Breadware will have no obligation to maintain or provide Customer Data and will thereafter delete or destroy all copies of Customer Data, unless legally prohibited.
  9. Updates
    1. Breadware may from time to time make available to the Licensee updates for the Services, subject to the terms and conditions of this Agreement, or, in Breadware’s sole discretion, Breadware may condition release of such upgrades to the Licensee upon the Licensee’s acceptance of another Agreement or other execution of a separate agreement. If the Licensee should elect to install or otherwise use updates, the Licensee’s use of such updates will be subject to the applicable license and the terms and conditions of this Agreement or other agreements, as applicable.
  10. Government Restricted Rights
    1. If the Licensee is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).
  11. Export Controls
    1. The Software and Documentation supplied by Breadware under this EULA are subject to export controls under the laws and regulations of the United States (“U.S.”) and any other applicable countries’ laws and regulations. The Licensee shall comply with such laws and regulations governing export, re-export, import, transfer, and use of Breadware Software and Documentation and will obtain all required U.S. and local authorizations, permits, or licenses. The Licensee and Breadware each agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.
  12. Ownership
    1. The Software and/or Services and Documentation are protected by copyright and other intellectual property laws and treaties. Breadware or its licensors retain the title, copyright, and other intellectual property rights in the Software and/or Services and Documentation, including permitted copies. The Licensee does not acquire any rights, express or implied, other than those expressly granted in this EULA. The Software and/or Services and Documentation are licensed, not sold. Nothing in this EULA constitutes a waiver of our rights under U.S. or international copyright law or any other law. In furtherance of this foregoing, the Licensee hereby unconditionally and irrevocably grant to Breadware an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
    2. As between Breadware and the Licensee, the Licensee is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, subject to the rights and permissions granted in Section 12.3
    3. The Licensee hereby irrevocably grants all such rights and permissions in or relating to Customer Data and Resultant Data as are necessary or useful to Breadware to enforce this Agreement and exercise Breadware’s rights and perform Breadware’s obligations hereunder including the performance of sales and services by Breadware and its Affiliates (including, but not limited to, quality, safety, energy, security, analytics, software updates, product and service diagnostics and prognostics, support, and reporting), and to improve Breadware products and to facilitate or improve the Licensee’s use of Breadware’s products, Software, and services. This grant shall be no less than a non-exclusive, worldwide, royalty-free perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Customer Data and Resultant Data. The Licensee acknowledges that the Customer Data and Resultant Data includes the data of the Licensee’s customers or other third parties that the Licensee makes available to the Software, including the web-based software. The Licensee is responsible for obtaining all rights, permissions, licenses, and authorizations and for providing all notices required to provide Customer Data and Resultant Data for use as contemplated under this Agreement.
    4. The Licensee may provide Breadware with suggestions, comments, or other feedback with respect to the Software. Feedback is voluntary. Breadware may use feedback for any purpose, including improvement of the Software, without obligation or restriction of any kind.
    5. The Licensee agrees that a material breach of this EULA adversely affecting Breadware’s intellectual property rights may cause irreparable injury to Breadware for which monetary damages would not be an adequate remedy, and Breadware shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.
  13. Confidentiality
    1. The Licensee shall not use or disclose any Confidential Information, except as expressly authorized by this EULA, and shall protect all such Confidential Information using the same degree of care which the Licensee uses with respect to its own similarly valuable proprietary information, but this in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. The Licensee shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information.
  14. Assignment
    1. The Licensee may not assign this EULA, in whole or in part, without Breadware’s prior written consent. Any attempt to this EULA without such consent will be null and void. Subject to the foregoing, this EULA will bind and inure to the benefit of each party’s permitted successors and assigns.
  15. Governing Law
    1. This EULA shall be governed the laws of the State of Colorado, without regard to any conflict of laws provisions. The United Nations Convention on the International Sale of Goods will not apply. The Licensee agrees to bring any action in connection with this EULA or the Software and/or Services exclusively in the state or federal courts of Colorado, and the Licensee further agree to the jurisdiction of the state and federal courts of Colorado for any action that Breadware brings to the Licensee.
  16. Biometric Data Disclosure and Authorization
    1. The Licensee is responsible for compliance with all applicable laws and for adopting their own Biometric Data privacy policies with their employees and End Customers. To the extent required by law, the Licensee, the Licensee’s vendors, and/or the licensor of the Licensee’s Software who may collect, capture, or otherwise obtain Biometric Data relating to an End Customer, must first:
      1. Inform the Licensee’s End Customer in writing that the Licensee, the Licensee’s vendors, including Breadware and its cloud service vendors, capturing, or otherwise obtaining the End Customer’s Biometric Data, and that the Licensee is providing such Biometric Data to its vendors;
      2. Inform the End Customer in writing of the specific purpose and length of time for which the End Customer’s Biometric Data is being collected, stored, and used; and
      3. Receive a written release signed by the End Customer (or his or her legally authorized representative) authorizing the Licensee, the Licensee’s vendors, including Breadware, and/or the licensor of the Licensee’s Software to collect, store, and use the End Customer’s Biometric Data for the specific purposes disclosed by the Licensee, and for the Licensee to provide such Biometric Data to the Licensee’s vendors, including Breadware.
      4. If the Licensee is located outside of the USA, paragraphs A to C above may not apply to the Licensee but the Licensee will need to comply with the Biometric Data Disclosure and Authorization laws applicable to the Licensee’s legal jurisdiction.
    2. The Licensee, The Licensee’s vendors and software suppliers, including Breadware, will not sell, lease, trade, or otherwise profit from End Customer’s Biometric Data; provided, however, that the Licensee’s vendors and software suppliers, including Breadware, may be paid for products or services used by the Licensee that utilize such Biometric Data.
    3. Disclosure: The Licensee will not disclose or disseminate any Biometric Data to anyone other than vendors, such as cloud service providers and Breadware, using Biometric Data without/unless:
      1. First obtaining written End Customer consent to such disclosure or dissemination;
      2. The disclosed data completes a financial transaction requested or authorized by the End Customer;
      3. Disclosure is required by state or federal law or municipal ordinance; or
      4. Disclosure is required pursuant to a valid warrant or subpoena issued by a court of competent jurisdiction.
      5. If the Licensee is located outside of the USA, paragraphs A to D above may not apply to the Licensee but the Licensee will need to comply with the Biometric Data Disclosure and Authorization laws applicable to the Licensee’s legal jurisdiction.
    4. Retention Schedule: Breadware will permanently destroy an End Customer’s biometric data from Breadware’s systems, or the systems of Breadware’s vendor(s) within one (1) year, when, the first of the following occurs:
      1. The initial purpose for collecting or obtaining such Biometric Data has been satisfied, such as the termination of the End Customer’s relationship with the Licensee; or
      2. The Licensee requests to discontinue its services with Breadware; and
      3. The Licensee may delete Biometric Data for End Customers upon the Licensee’s discretion directly through the Software or by communicating with Breadware. Breadware may also encrypt Biometric Data at the Licensee’s written request.
    5. Breadware will permanently destroy all the Licensee’s other data from Breadware’s systems, or the systems of Breadware vendor(s), within one (1) year of the Licensee’s request to discontinue the Licensee’s Breadware services.
    6. The Licensee, The Licensee’s vendors, and/or the licensor of the Licensee’s Software will: (i) store, transmit, and protect from disclosure all Biometric Data using the reasonable standard of care within the Licensee’s industry; and (ii) store, transmit, and protect from disclosure all Biometric Data in a manner that is the same as or more protective than the manner in which the Licensee stores, transmits, and protects other confidential and sensitive information.
  17. Subscription License and Web-Based Software
    Subscription Licenses and Web-based Software are between the Licensee and Breadware for the Licensee’s access to, and use of, the Breadware Software and/or Services (as defined in the EULA) provided online, on a subscription basis, or in association with services enabled in the cloud.

    1. SUBJECT MATTER. Breadware provides or makes use of a cloud-based data hosting platform (“Cloud Platform”) for the management of data. Further, Breadware offers data management Software applications running on the Cloud Platform. The Cloud Platform that is provided or used with the Software and/or Services may be accessible via an account on-line through a web interface at https://app.mediumone.com/ and applicable sub domains as well as any successor and related site or portal designated by Breadware.
    2. USE OF SOFTWARE. During the License Term, the Licensee may use the Software solely for the Licensee’s internal business operations. The Licensee may not sublicense or transfer these rights, expect as specifically provided in the EULA.
      1. The Licensee may allow the Licensee’s Employees, agents, and contractors (“Authorized Users”) to use the Software for the purposes provided in the EULA. The Licensee shall be fully responsible for the Licensee’s Authorized Users’ acts and omissions, including without limitation the Licensee’s Authorized Users’ compliance with this EULA.
      2. Breadware consents to such use of the Software provided, the Licensee abides by the EULA, and the Licensee shall be fully responsible for the Licensee’s customers’ acts and omissions including End Customers’ compliance with the EULA.
    3. ADMINISTRATION. The Licensee’s use of this Software, or the Licensee’s participation in these Services, involves having a user account as required by Breadware. The Licensee agrees to accept responsibility for all activities that occur under the Licensee’s user account. The Licensee is responsible for identifying and authenticating all users, approving access by such users, and controlling against unauthorized access. The Licensee is responsible for maintaining the confidentiality of the Licensee’s users’ account information and passwords. Breadware will have the right to rely on any information received from any person or entity using the Licensee’s user account and password, and Breadware will incur no liability arising out of such reliance. Breadware is not responsible for any harm caused by the Licensee’s users, including individuals who were not authorized to have access to the Software. If the Licensee become aware of any unauthorized use of the Licensee’s password or user account, it is the Licensee’s responsibility to notify Breadware as promptly as possible.
    4. DATA LOCATION. Pursuant to applicable laws, Breadware may process and store the Licensee’s Customer Data anywhere Breadware or its agents maintain facilities. By using the Software, the Licensee consents to this processing and storage of the Licensee’s Customer Data.
      1. Breadware will provide the Licensee access to and use of the Software and/or services on the Cloud Platform. Breadware will not assume any obligations nor responsibility to effect any data connection to such Cloud Platform. Such data connection and the use of and access to applicable Software or services requires an internet connection and suitable software and hardware as described in the applicable Software or service product descriptions.
    5. THIRD PARTY DATA. The Licensee represents and warrants that the Licensee has the rights to the Customer Data provided or made available by the Licensee to Breadware, for Breadware to perform its obligations under this Agreement, and that such access to and use of the Customer Data and Resultant Data provided under the EULA will not infringe or violation any agreement, confidentiality obligations, copyrights, or other intellectual property rights of the original vendor or any other third party. To the fullest extent permitted by law, the Licensee agrees to indemnify, defend, and hold harmless Breadware from any Claims arising out of Breadware’s use of the Licensee’s data, the Licensee’s customer’s data, or any other third party data provided by the Licensee to Breadware regardless of cause. If it is judicially determined that the foregoing indemnification is to any degree void or unenforceable, the Licensee’s obligation to defend, indemnify, and hold Breadware harmless shall apply: (i) except to the extent of the sole negligence of Breadware or (ii) to the maximum degree permitted by applicable law, whichever of (i) or (ii) provides the most protection to Breadware under applicable law.
    6. CUSTOMER DATA. The Licensee agrees that Breadware may collect and use Customer Data, Resultant Data, and related information—including but not limited to technical information about the Licensee’s product, system, and application software, and peripherals—that is gathered periodically to provide the Software and Documentation and to facilitate the provision of software updates, product support, and other services. Breadware may also use this information to improve its products, services, or technologies.
    7. THE LICENSEE’S OBLIGATIONS.
      1. The Licensee is responsible for the Licensee’s and the Licensee’s End Customer’s data and use of the Software.
      2. The Licensee will obtain and maintain all required consents necessary to permit processing the Licensee’s Customer Data within the Software and as described in this EULA.
      3. The Licensee agrees not to use, or permit use of the Software, in a manner that violates that Breadware Online Privacy Policy (https://breadware.com/privacy-policy) or this EULA, as referenced below.
      4. The Licensee will defend, indemnify, and hold harmless Breadware and its Affiliates against any Claims arising from (a) the Licensee’s Customer Data or (b) the Licensee’s use of the Software in violation of the EULA or any applicable law, Regardless of Cause. If it is judicially determined that the foregoing indemnification is to any degree void or unenforceable, the Licensee’s obligation to defend, indemnify, and hold Breadware harmless shall apply: (i) except to the extent of the sole negligence of Breadware or (ii) to the maximum degree permitted by applicable law, whichever of (i) or (ii) provides the most protection to Breadware under applicable.
    8. DATA STORAGE. Breadware and its suppliers are not responsible, or liable for, the deletion of or failure to store any of the Licensee’s Customer Data and other communication maintained or transmitted through use of the Software. The Licensee is responsible for the Licensee’s own disaster recovery plan, including but not limited to, securing access to and backing up the Licensee’s Customer Data.
    9. UNACCEPTABLE USE. In the Licensee’s use of the Web-Based Software, the Licensee may not: (a) upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable; (b) impersonate any person or entity or falsely state or otherwise misrepresent their affiliation with a person or entity or create a false persona; (c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Web-Based Software; (d) upload or otherwise transmit any content that violates applicable law, including infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party; (e) upload or otherwise transmit any material that contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment; (f) interfere with or disrupt the Web-Based Software or networks connected to Web-Based Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Web-Based Software.
    10. COMPLIANCE. The Licensee acknowledges that Breadware or a third party on Breadware’s behalf may monitor the Licensee’s access to and use of the Software to the extent required to ensure compliance with these terms.
    11. CHANGES TO SOFTWARE. Breadware or its suppliers may make changes to the Software from time to time. If the Licensee has paid for the Software, Breadware will provide the Licensee with one-month (1 month) prior notice before removing any material feature or functionality, unless security, legal, or system performance considerations require an expedited removal.
    12. DATA PROTECTION. Commercially reasonable physical, logical, and technical measures are used to protect the Licensee’s Customer Data. For more information about such measures, please refer to our Data Use Policy. At the Licensee’s written request, Breadware will encrypt Biometric Data at the time of onboarding Customer Data to the Software.
    13. DATA PRIVACY. Breadware will only use the Licensee’s Customer Data in accordance with our privacy terms located at: https://breadware.com/privacy-policy (and any successor or related locations designated by us), as may be updated by Breadware from time to time, and this EULA, and the Licensee consents to such usage. The Licensee represents and warrants that the Licensee’s creation, collection, receipt, access, use, storage, disposal, transfer, and disclosure of the Licensee’s End Customers’ personal information, including but not limited to Biometric Data, does and will comply with all applicable international, federal, national, state, municipal and local privacy and data protection laws, as well as all other applicable regulations and directives, and that the Licensee has obtained all consents and provided all notices required by the foregoing laws.
    14. SUSPENSION OR TERMINATION. To the extent the Licensee is using Software legitimately acquired from an authorized Breadware source at no cost to the Licensee, or within an applicable grace period, Breadware may suspend or terminate the Software at any time for any or no reason, including but not limited to, if Breadware reasonably believes: (i) the Licensee has violated the EULA or Breadware’s Data Use Policy; (ii) the Licensee’s user account should be removed due to prolonged inactivity; (iii) Breadware’s provision of the Software is no longer commercially viable. Breadware will make reasonable efforts to notify the Licensee by the email address associated with the user account.TERMINATION OF USE. Breadware may immediately disable, suspend, or terminate the Licensee’s access to or use of the Software, if the Licensee violates section 8.2 and/or section 8.3 of the EULA. . If the Licensee violates section 8.2 and/or section 8.3 of the EULA, Breadware may delete or render inaccessible any of the Licensee’s Data that remains in the Software, and Breadware will have no liability for deletion of the Licensee’s Data.
  18. Miscellaneous.
    1. This EULA, and any amendment or addendum to this EULA that accompanies the Software, is the complete and exclusive agreement between Breadware and the Licensee, and supersedes all prior agreements, whether written or oral, relating to the Software provided and the Documentation. No additional or different terms in any purchase order or other similar documented furnished by the Licensee will be binding on Breadware and all such terms are deemed rejected. This EULA may not be changed or modified except by an instrument in writing signed by a duly authorized representative of Breadware. If for any reason a court of competent jurisdiction finds any provision of this EULA or portion thereof, to be unenforceable, that provision of the EULA shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this EULA shall continue in full force and effect.
    2. The parties acknowledge that they have required the EULA to be drafted in English. In this event of a conflicted between the English and other language versions, the English version will prevail.
    3. Any waiver of any provision of this EULA will be effective only if it is in writing and signed by Breadware and the Licensee.
    4. Breadware may revise these End User License Agreement on notice to the Licensee. The revised End User License Agreement will be effective when posted.
  19. Third Party Software.
    1. The Services have been developed to operate within other social networking software and technology owned and controlled by third parties. Licensee agrees that (i) Licensee will use such third party sites, services, software or technology in accordance with this EULA, (ii) Breadware does not make any warranties, conditions, undertakings, or representations of any kind, either express or implied, to Licensee concerning such third party sites, services, software or other technology, (iii) no third party will have any obligation or liability to Licensee as a result of this Agreement, (iv) such third party software may be licensed under license terms which grant Licensee additional rights or contain additional restrictions in relation to such materials, beyond those set forth in this EULA, (v) any and all third party software or technology that may be distributed or used together with the Software and/or Services will be subject to Licensee explicitly accepting those separate licensing terms and conditions required for such use. The inclusion of any third-party sites, services, software, or technology does not imply an endorsement by Breadware of the third party sites, services, software, or technology.