SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (this “Agreement”) is by and between Groundbreaker Tech Inc (“Groundbreaker” or “us”) and the individual or entity that has ordered software as a service from Groundbreaker by executing the order (the “Order”) that accompanies and incorporates into this Agreement (“you”).

Our terms of use available at https://groundbreaker.co/terms-of-use/ (together, the “Terms of Use”) shall govern your use of our website (Groundbreaker.co). The terms of your own branded site (the “Site”) will be governed by your own terms of use with your users. This Agreement sets forth the terms that are applicable to our software as a service product and shall in no way limit the provisions, rights, and obligations set forth in the Terms of Use.

A. Agreement Definitions

Software as a service consists of system administration, system management, and system monitoring activities that Groundbreaker performs for its Program, as described in the Documentation, and includes the right to use the Program, support services for the Program, the administrative services provided by Groundbreaker and its third-party vendors, as specified in the Documentation (collectively, the “Services”). The term “Documentation” refers to the Program user manual as well as any other materials provided by Groundbreaker as part of the Services. The term “Program” refers to the software products owned or distributed by Groundbreaker to which Groundbreaker grants you access as part of the Services, including the Documentation, and any Program updates provided as part of the Services. The term “Users” shall mean those individuals authorized by you or on your behalf to use the Services. The term “your data” refers to the data provided by you that resides in your Services environment.

B. Eligibility; Representations, Warranties, and Covenants

You represent, warrant, and covenant that:

  1. you have the legal right (including regulatory licenses) to use the Services; 
  2. any and all licenses required in connection with your use of the Services will be up to date; 
  3. your use of any finders, solicitors, brokers, or advisors in connection with the Services will comply with applicable law;
  4. your use of the Services will comply with applicable law;
  5. you will supply all data, documents, information or materials requested by Groundbreaker in connection with the Services, as well as information relating to whether your use of the Services complies with applicable law or the terms of this Agreement, or if Groundbreaker is subject to a regulatory, administrative or legal action or investigation relating to your use of the Services; 
  6. you are not presently, or have prior to the date of this Agreement, been subject to regulatory, administrative or legal action or investigation relating to operating an investment platform or otherwise relating to securities or investment activities (and will immediately notify Groundbreaker if such an action is commenced); and
  7. you (and your related parties, officers, directors, principals, shareholders, promoters, solicitors, and investment managers) are not subject to disqualification from Rule 506 offerings pursuant to Rule 506(d) (and will immediately notify Groundbreaker if you become subject to a disqualification event).

Groundbreaker represents, warrants, and covenants that:

  1. it has the legal right to offer the Services; and
  2. it (and its related parties, officers, directors, principals, and shareholders) is not subject to disqualification from Rule 506 offerings pursuant to Rule 506(d) (and will immediately notify you if it becomes subject to a disqualification event).

Each party represents and warrants that (a) it is validly created and existing under relevant laws; and (b) it has the power to enter into and observe and perform its obligations under this Agreement.

C. Nature of the Services

Groundbreaker will provide you the Services in accordance with this Agreement and the Documentation. None of the content, workflows, or processes on the Site constitutes legal or investment advice. Any forms provided, including Groundbreaker’s content-creation tools, are provided “as is,” without any warranty of any kind. You agree to use these tools at your own risk. You acknowledge that Groundbreaker is not acting as your advisor, including as an advisor as to legal, tax, financial, accounting or regulatory matters in any jurisdiction. You will consult with your own advisors concerning such matters. Likewise, Groundbreaker is not and will not act as your promoter, finder, broker, dealer, or placement agent in connection with the Services. 

D. Rights Granted 

Upon Groundbreaker’s acceptance of your Order and for the duration of 12 months, unless otherwise stated in the Order (the “Term”), you have a nonexclusive, non-assignable, royalty free, worldwide limited right to use the Services solely for the intended use specified in the Order (the “Intended Use”) and subject to the terms of this Agreement. You may allow your Users to use the Services for this purpose, and you are responsible for your Users’ compliance with this Agreement.

You acknowledge that Groundbreaker has no delivery obligation and will not ship copies of the Program to you as part of the Services. You agree that you do not acquire under this Agreement any license to use the Program in excess of the Intended Use and/or Term of the Services. Upon the end or termination of this Agreement or the Services, your right to access or use the Program and the Services shall terminate.

E. Offerings

Unless specified otherwise in the Order, your offerings will be conducted in reliance upon Regulation A or Rule 506 of the Securities Act of 1933 (the “Securities Act”). You acknowledge and agree that you are solely responsible for complying, as an issuer, with applicable state and federal securities laws and regulations and for your and your employees and agents’ conduct on and off your site and Services environment. Likewise, you are solely responsible for compliance with the terms of any partnership or operating agreement and other documentation governing your offerings.

You acknowledge and agree that you will be solely responsible for any and all information that you upload to the Site or otherwise disclose to Investors (including, without limitation, information regarding your company, experience, track record and management, as well as information regarding your offerings and the related financial statements or projections). You shall not use Groundbreaker’s name to imply that Groundbreaker endorses or recommends you, your offerings or any securities that you offer through the Site.

F. Ownership and Restrictions 

You retain all ownership and intellectual property rights in and to your data. Groundbreaker or its licensors retain all ownership and intellectual property rights to the Services and Program. Groundbreaker retains all ownership and intellectual property rights to anything developed and delivered under the Agreement.

Third-party technology and services that may be appropriate or necessary for use with the Program is specified in the Documentation or Order, as applicable. Your right to use such third-party technology and services is governed by the terms of the third-party agreement specified by Groundbreaker and not under this Agreement.

You may not: 

  • remove or modify any Program markings or any notice of Groundbreaker or its licensors’ proprietary rights; 
  • remove or modify Groundbreaker terms of service, privacy policy, or those of its third-party; 
  • make the Program or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Program license or materials from the Services you have acquired);
  • modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by Program), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Groundbreaker;
  • disclose results of any Services or Program benchmark tests without Groundbreaker prior written consent; or
  • license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit time sharing or service bureau use, or otherwise commercially exploit or make the Services, Program or materials available, to any third-party other than as expressly permitted under the terms of this Agreement.

The rights granted to you under this Agreement are also conditioned on the following: 

  • the rights of any User licensed to use the Services (e.g., on a “named user” basis) cannot be shared or used by more than one individual; 
  • except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and 
  • you agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services.

G. Warranties, Disclaimers and Exclusive Remedies

Groundbreaker warrants that the Services will perform in all material respects in accordance with the Documentation. If the Services provided to you for any given month during the Term were not performed as warranted, you must provide written notice to Groundbreaker no later than five business days after the last day of that particular month. Other than as expressly set out in this Agreement and the Documentation, Groundbreaker makes no specific promises about the Services or their content, function, reliability, legality, availability, or ability to meet your needs. We provide the Services “AS IS” and you use them at your own risk. 

GROUNDBREAKER DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT Groundbreaker WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT GROUNDBREAKER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GROUNDBREAKER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

FOR ANY BREACH OF THE ABOVE WARRANTIES, GROUNDBREAKER WILL REMIT A SERVICES FEE CREDIT TO YOU CALCULATED AT TEN PERCENT (10%) OF MONTHLY FEES FOR THE APPLICABLE SERVICES FOR THE MONTH IN WHICH THE BREACH OCCURRED. THE CREDIT WILL BE PROVIDED ONLY TOWARDS ANY OUTSTANDING BALANCE FOR SERVICES OWED TO GROUNDBREAKER, AND THE REMITTANCE OF SUCH CREDIT WILL REPRESENT YOUR EXCLUSIVE REMEDY, AND GROUNDBREAKER SOLE LIABILITY, FOR ALL BREACHES OF ANY WARRANTY SPECIFIED IN THE AGREEMENT. 

TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. 

H. Indemnification and Limitation of Liability – Services

You agree that you will indemnify and hold harmless Groundbreaker and its directors, officers, employees, agents and controlling persons (collectively, the “Groundbreaker Parties”) from and against any and all losses, claims, damages and liabilities, joint or several, as incurred, to which the Groundbreaker Parties may become subject under any applicable federal or state law, or otherwise, and related to or arising out of or in connection with (i) your breach of the terms of this Agreement, (ii) your violation of applicable law (including, without limitation, federal and state securities laws, but excluding violations of law relating to services provided by Groundbreaker, where Groundbreaker is found to have acted negligently in the performance of such services), and (iii) any act undertaken by Groundbreaker in good faith pursuant to your instructions (“Claims”).  You also agree to reimburse Groundbreaker Parties for all expenses (including separate counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened Claim arising therefrom.

You also agree that, except as provided in this Agreement, no Groundbreaker Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your affiliates’ respective directors, officers, employees, agents and controlling persons (collectively, the “Your Parties”) related to or arising out of your activities on the Site, the performance by Groundbreaker of the Services, or Groundbreaker’s acts pursuant to your instructions, except to the extent that any loss, claim, damage or liability is found in a final judgment by a court to have resulted primarily from Groundbreaker’s bad faith breach of the Agreement, willful violation of law, willful misconduct or gross negligence.  Groundbreaker shall not be held liable for any losses you may incur as a result of acts or omissions of third parties (including those of third-party service providers, unless a court of competent jurisdiction in a final and non-appealable judgment finds that Groundbreaker acted with gross negligence or willful misconduct in selecting such third-party provider).

If there is a dispute between users on your Site (including disputes between you and your users), or between users and any third party (other than third-party service providers for the Service), you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Groundbreaker, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

You understand and agree that the remedies provided herein constitute your sole remedy against Groundbreaker with respect of the matters hereby contemplated and the transactions contemplated in the Agreement.  To the full extent permitted by applicable law, you hereby expressly waive any claims and remedies other than those specifically set forth herein.

I. Indemnification – IP

If a third party makes a claim against either party (“Recipient”) that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by the other party (“Provider”), and used by the Recipient infringes such third-party’s intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs, and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following: 

  • notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); 
  • gives the Provider sole control of the defense and any settlement negotiations; and 
  • gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim. 

If the Provider believes, or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects Groundbreaker’s ability to meet its obligations hereunder, then Groundbreaker may, at its option and upon 30 days prior written notice, terminate this Agreement.

The Provider will not indemnify the Recipient:

  • if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s documentation or policies or if the Recipient uses a version of the Materials which has been superseded, 
  • if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient, or
  • to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by the Provider, or (ii) any Material from a third-party portal or other external source that is accessible within or from the Services (e.g., a third-party Web page accessed via a hyperlink). 

Groundbreaker will not indemnify you:

  • to the extent that an infringement claim is based upon the combination of any Material with any products or Services not provided by Groundbreaker,
  • for infringement caused by your actions against any third party if the Services as delivered to you and used in accordance with the terms of this Agreement would not otherwise infringe any third-party intellectual property rights, or 
  • for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of this Agreement (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of this Agreement.

This section provides the parties’ exclusive remedy for any infringement claims or damages. 

J. End of Agreement 

Services provided under this Agreement shall be provided for the Term unless earlier terminated in accordance with this Agreement. At the end of the Term, this Agreement will automatically renew for 12 months. Either party may terminate this agreement within 30 days notice.

If either of us breaches a material term of this Agreement and fails to correct the breach within 30 days of written specification of the breach, then the non-breaching party may terminate this Agreement. If Groundbreaker terminates this Agreement (including as provided in section F), you must pay within 30 days all amounts that have accrued or remain unpaid prior to such termination, plus related taxes. The nonbreaching party may agree in its sole discretion to extend the 30-day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this Agreement, you may not use the Services.

In addition, Groundbreaker may immediately suspend your password, account, and access to or use of the Services (i) if you fail to pay Groundbreaker as required under this Agreement and do not cure within the first ten days of the 30-day cure period, or (ii) if you violate any provision within sections B, D, F, P, or S of this Agreement. Groundbreaker may terminate the Services hereunder if any of the foregoing is not cured within 30 days after Groundbreaker’s initial notice thereof. Any suspension by Groundbreaker of the Services under this paragraph shall not excuse you from your obligation to make payment(s) under this Agreement.

At your request, and for a period of up to 90 days after the termination of this Agreement, Groundbreaker will permit you to access the Services solely to the extent necessary for you to retrieve a file of your data then in the Services environment. You agree and acknowledge that Groundbreaker has no obligation to retain your data and that your data may be irretrievably deleted after 90 days following the termination of this Agreement.

Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, infringement indemnity, payment, and others that by their nature are intended to survive. 

K. Fees and Taxes 

You agree to pay for all Services as set forth in the Order. All fees due under this Agreement are non-cancelable and the sums paid nonrefundable (except as expressly provided herein). You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Groundbreaker must pay based on the Services you ordered, except for taxes based on Groundbreaker’s income. If specified in the Order, you will reimburse Groundbreaker for reasonable expenses related to providing any on-site portion of the Services. Fees for Services listed in an Order are exclusive of taxes. All amounts invoiced hereunder are due and payable within 30 days of the date of the invoice.

You agree that you have not relied on the future availability of any Services, Program or updates in entering into the payment obligations in the Order; however, the preceding does not relieve Groundbreaker of its obligation to deliver Services that you have ordered per the terms of this Agreement.

L. Nondisclosure 

By virtue of this Agreement, each party may have access to information of the other party that is confidential in nature (“Confidential Information”). We each agree to use Confidential Information only for the purpose of performing our mutual obligations under this Agreement. Confidential Information shall include the terms and pricing under this Agreement, business processes, the identity of vendors and business associates, customer and investor lists, know-how, your data residing in the Services environment, and all information clearly identified as confidential at the time of disclosure.

A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.

We each agree to hold each other’s Confidential Information in confidence until the third anniversary of the date of termination of this Agreement, except for any personally identifiable information of your users, which Groundbreaker will maintain confidential indefinitely in accordance with the terms of this Agreement. Also, we each agree to disclose Confidential Information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement. Groundbreaker will protect the confidentiality of your data residing in the Services environment in accordance with the Groundbreaker security practices specified herein and in the Documentation. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law.

M. Non-Solicitation

You agree that for a period of 12 months following termination of this Agreement, you will not, solely or jointly with others:

(a) hire, contract or take away or cause to be hired, contracted or taken away any of our employees or independent contractors;
(b) solicit or encourage any of our employees or independent contractors of to terminate employment with or cease providing services to us;
(c) contact or solicit any of our clients, unless expressly authorized in writing by us;
(d) induce or attempt to induce any of our clients, suppliers, vendors, service providers or other business associates to cease doing business with us or in any way interfere with the relationship between us and any of our clients, vendors, service providers or business associates;
(e) directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any of our clients, suppliers, vendors, service providers or other business associates party identified or introduced by us to you during the course of our relationship.

Likewise, we agree that for a period of 12 months following termination of this Agreement, we will not, solely or jointly with others, without your prior written consent, directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any of your investor relationships, except in the course of performing our Services hereunder. This clause shall not be interpreted, however, as restricting in any way our right to market and advertise our services to the general public or through mailing lists or other means, as long as we do not use your data or Confidential Information.

N. Entire Agreement 

You agree that this Agreement (including the information that is incorporated into this Agreement by written reference) is the complete agreement for the Services, and that this Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this Agreement. This Agreement may not be modified and the rights and restrictions may not be altered or waived except in a signed written document. 

O. Limitation of Liability 

WITHOUT LIMITING THE INDEMNIFICATION PROVISIONS CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. GROUNDBREAKER’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO Groundbreaker FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THIS AGREEMENT SHALL REDUCE ANY DAMAGES IN YOUR FAVOR AND APPLY TOWARDS THE LIMITATION OF LIABILITY. 

P. Export 

You may not use the Services, or allow the transfer, transmission, export or re-export of all or any part of the Services, the Program or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction.

Q. Force Majeure 

Neither of us shall be responsible for failure or delay in performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the Services.

R. Your Data; Security

In performing the Services, Groundbreaker will comply with its Privacy Policy, which is available at https://groundbreaker.co/privacy-policy/ and incorporated herein by reference. The Privacy Policy is subject to change at Groundbreaker’s discretion; however, Groundbreaker policy changes will not result in a material reduction in the level of protection provided for your data during the period for which fees for the Services have been paid. This Agreement and the Documentation specifies our respective responsibilities for maintaining the security of your data in connection with the Services.

You are solely responsible for selecting secure passwords, changing passwords frequently, and maintaining the confidentiality of your account information. Groundbreaker shall not be liable for any losses arising from unauthorized access to the Services arising from your failure to protect your account information. Groundbreaker will maintain industry standard security measures for the protection of your account information against accidental or unauthorized access or use. You are responsible for notifying Groundbreaker of any unauthorized access to our site or Services. Groundbreaker will take all reasonable steps to prevent or correct such unauthorized access or intrusion. Groundbreaker’s liability for a failure of its security measures will be to correct the circumstances that lead to the failure or unauthorized access, prevent further intrusions, and use its best efforts to recover any account information copied or removed from the Services environment.

Groundbreaker reserves the right to provide the Services from locations, and/or through use of subcontractors, worldwide. You agree to provide any notices and obtain any consents related to your use of the Services and Groundbreaker’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.

S. Restrictions on Use of the Services 

You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Groundbreaker under this Agreement, Groundbreaker reserves the right to remove or disable access to any material that violates the foregoing restrictions. Groundbreaker shall have no liability to you in the event that Groundbreaker takes such action. You agree to defend and indemnify Groundbreaker against any claim arising out of a violation of your obligations under this section. 

T. Statistical Information 

Groundbreaker may compile statistical information related to the performance of the Services, and may make such information publicly available, provided that such information does not incorporate your data and/or identify your Confidential Information or include your company’s name. Groundbreaker retains all intellectual property rights in such information.

U. Third Party Websites, Content, Products and Services 

The Services may enable you to add links to Websites and access to content, products and services of third parties, including Users, advertisers, affiliates and sponsors of such third parties. Except as specifically provided in this Agreement, Groundbreaker is not responsible for any third-party Websites or third-party content provided on or through the Services and you bear all risks associated with the access and use of such Websites and third-party content, products and services.

Payment services are provided directly by Dwolla and are subject to Dwolla’s terms and conditions. Groundbreaker reserves the right to block or restrict your access to the Dwolla’s API if it believes your instructions or actions violate applicable law or public policy or could have a material adverse effect on Groundbreaker or its business, until it obtains a satisfactory opinion of counsel or other assurance to its satisfaction. 

V. Customer Reference 

You agree (i) that Groundbreaker may identify you as a recipient of services and use your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by Groundbreaker on Groundbreaker.co for promotional purposes. 

W. Other

  1. Groundbreaker reserves the right to perform background and reference checks on all its clients, including their principals, officers, directors, and controlling persons, both at an entity and personal level, prior to listing of your company as a client on its own website or prior to activating the payment services for your offerings.
  2. Groundbreaker is an independent contractor, and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. 
  3. You shall obtain at your sole expense any rights and consents from third parties necessary for Groundbreaker and its subcontractors to perform the Services under this Agreement. 
  4. This Agreement is governed by the substantive and procedural laws of the State of Illinois and you and Groundbreaker hereby (i) submit to the exclusive jurisdiction of, and venue in, the courts Federal and State courts in Cook County, and (ii) waive its right to trial by jury in any dispute arising out of or relating to this Agreement. You further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by registered or certified air mail, postage prepaid, to it at your address specified in or designated pursuant to this Agreement.  You hereby irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the courts listed above and hereby further irrevocably and unconditionally waives and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
  5. If you have a dispute with Groundbreaker or if you wish to provide a notice under the indemnification sections of this Agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to: Groundbreaker, 900 North Michigan Avenue, Suite 1600, Chicago, IL 60611 Attention: Jake Marmulstein. Groundbreaker may give notice applicable to Groundbreaker’s software as a service customer base by means of a general notice on the Groundbreaker portal for the Services, and notices specific to you by electronic mail to your e-mail address on record in Groundbreaker’s account information or by written communication sent by first class mail or prepaid post to your address on record in Groundbreaker’s account information. 
  6. You may not assign this Agreement or give or transfer the Services or an interest in them to another individual or entity. If you grant a security interest in any portion of the Services, the secured party will have no title, ownership, sublicense, security interest, or right to use, copy, or transfer the Program or Services. This Agreement is solely for your and Groundbreaker’s benefit, and no other person (except for Indemnified Parties to the extent set forth herein) shall acquire or have any rights under or by virtue of this Agreement. 
  7. Section headings herein are for convenience only and are not a part of this Agreement.