Legal

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LICENSE AGREEMENT

https://broker2broker.app/legal/

BY CLICKING ON THE "I ACCEPT" OR SIMILARLY LABELED BUTTON OR BY USING OR BY OTHERWISE EXERCISING ANY RIGHTS PROVIDED BELOW TO USE THE APP (AS DEFINED BELOW) OFFERED BY BROKER2BROKER, LLC (“BROKER2BROKER”), INCLUDING, FOR EXAMPLE, BY ACCESSING OR USING THE APP, THIS ENTITY, INDIVIDUAL OR ORGANIZATION (“CUSTOMER”) CONSENTS TO BE BOUND BY THIS AGREEMENT. 

1. LICENSE.
   1. Definitions. “App” means the application made accessible to Customer by Broker2Broker. “Customer Data” means any materials provided by or on behalf of Customer to be processed using the App. “Documentation” means the end user or technical documentation pertaining to the App provided by Broker2Broker. 
   2. Provision of App. During the License Term (as defined below), Broker2Broker shall use reasonable efforts to provide the App in accordance with the terms of this Agreement and Broker2Broker grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use the App for Customer’s internal business purposes in accordance with the Documentation for the scope established through an Order Form. 
   3. Restrictions. Customer shall not, and shall not authorize any third party to: (a) rent, transfer, distribute, sublicense, use or duplicate or use for the benefit of any third party the App, or any portion thereof, except as expressly authorized in this Agreement; (b) modify, translate, or prepare derivative works based upon the App; (c) disclose any performance testing results relating to the App without Broker2Broker's prior written consent; (d) reverse-compile or decompile, disassemble or otherwise reverse engineer the App, except to the extent expressly required to be permitted by applicable law; (e) alter, remove, or obscure any copyright, trademark, or other proprietary notices on or in the App; (f) use the App to store or transmit infringing, harmful, malicious, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; and/or (g) use the App or any data to which Customer acquires access through the App to develop a competing application or service. Except for the license expressly granted by Broker2Broker to Customer under this Agreement, Broker2Broker reserves all right, title and interests in and to the App and any derivative works derived therefrom, and all intellectual property rights therein.
   4. Customer Obligations. Customer shall (a) be responsible and liable for any action or inaction of Customer’s users which is in violation of this Agreement, (b) be solely responsible for the accuracy, quality, integrity and legality of any Customer Data and of the means by which Customer acquires, uploads, transmits and processes the Customer Data, (c) prevent unauthorized access to or use of the App, and notify Broker2Broker promptly of any unauthorized access or use of which it becomes aware; (d) make any disclosures to and obtain any consents required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer Data in or for the App or as otherwise contemplated by this Agreement; (e) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the App; and (f) comply with Broker2Broker’s Acceptable Use Policy located at  https://broker2broker.app/legal/  (the “AUP”). 
   5. Third Party Reports. Broker2Broker may receive notices from third parties (“Reporters”) regarding Customer Data or Customer’s use of the App (“Reports”). Broker2Broker will forward all Reports directly to Customer. Customer will indemnify and hold Broker2Broker harmless from any failure of Customer to address the Report. Without limiting that obligation, Broker2Broker may, but is not required to take actions it deems appropriate in its sole discretion to resolve any Report.
   6. Support. Broker2Broker shall use reasonable efforts to provide Support for the App. 
2. CUSTOMER DATA. Customer grants Broker2Broker an unlimited, irrevocable, worldwide license to use Customer Data to improve and enrich its products and services. Subject to the foregoing, any Customer Data will be subject to Broker2Broker’s Privacy Policy as set forth at https://broker2broker.app/privacy/.
3. FEES. If Customer acquires the App through the Apple App Store or Google Play Store (each, the “App Store”), the Fee for the App during the Initial License Term shall be as set forth in the App Store. If Customer acquires the App directly from Broker2Broker, the Fee for the App for the Initial License term shall be as set forth on Broker2Broker’s website.  Customer shall not be entitled to any refund of any Fees paid for the App. 
4. TERM AND TERMINATION. The term of this Agreement shall commence on the date Customer installs or otherwise accesses the App (the “Effective Date”) and shall continue for the term set out in the App Store (the “Initial License Term”). Upon the expiration of the Initial License Term and each Renewal Term, this Agreement will automatically renew for an additional twelve (12) month period (each, a Renewal Term”) unless either party provides the other notice of its intent not to renew at least sixty (60) days before the end of the Initial License Term or then-current Renewal Term. (The Initial License Term and any Renewal Terms are collectively the “License Term”.) This Agreement may be terminated by either party: (a) upon ten (10) days’ notice if the other party materially breaches any provision of this Agreement and the breach remains uncured within that ten (10) day period; or (b) immediately, upon any breach of Section 1.3 or Section 7 of this Agreement. Upon any expiration or termination of the License Term or this Agreement: (w) all licenses and rights granted by Broker2Broker to Customer hereunder shall terminate; (x) Customer will cease all use of the App; (y) and Customer shall immediately delete the App and any Broker2Broker Confidential Information. The provisions of Sections 1.3, 3, 4, 5, 6, 7 and 8 shall survive and remain effective after the effective date of termination or expiration of this Agreement.
5. INDEMNIFICATION. Customer shall defend Broker2Broker (including payment of attorneys' fees, expert fees and court costs) from any third-party claims arising out of any breach by Customer of this Agreement.  Customer’s indemnification obligations are conditioned on (a) prompt written notice of any claim; (b) the ability to control and direct the defense or settlement of any claim; and (c) all reasonable assistance in connection with the defense or settlement of any claim.
6. DISCLAIMER; LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APP AND ANY MATERIALS OR SERVICES PROVIDED BY BROKER2BROKER ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER’S SOLE REMEDY AND BROKER2BROKER’S SOLE LIABILITY FOR ANY BREACH OF THIS AGREEMENT SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF THE APP AND IMMEDIATELY DELETE THE APP AND ANY BROKER2BROKER CONFIDENTIAL INFORMATION; AND (B) IN NO EVENT SHALL BROKER2BROKER BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR COSTS; AND (C) IN NO EVENT WILL THE AGGREGATE LIABILITY OF BROKER2BROKER OR ANY OF ITS THIRD PARTY LICENSORS (UNDER ANY THEORY OF LIABILITY) EXCEED ONE THOUSAND DOLLARS ($1,000), WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.
7. CONFIDENTIAL INFORMATION. Customer acknowledges that it may receive from Broker2Broker confidential information relating to Broker2Broker. That information shall belong solely to Broker2Broker and includes, but is not limited to, the terms of this Agreement and other technical, business, marketing and financial information, and any data not previously known that could reasonably be considered confidential or proprietary (“Confidential Information”). Confidential Information shall not include information which: (a) is already known to Customer prior to disclosure by Broker2Broker; (b) becomes publicly available without fault of Customer; (c) is rightfully obtained by Customer from a third party without restriction as to disclosure; or (d) is approved for release by written authorization of Broker2Broker. During and after the term of this Agreement, Customer shall: (y) not use (except as expressly authorized by this Agreement) or disclose Confidential Information without the prior written consent of Broker2Broker; and (z) take all reasonable measures to maintain the Confidential Information in confidence. Information shall not be deemed confidential if it becomes public without breach of this Agreement by Customer. The App and all technical information relating thereto shall be considered Confidential Information of Broker2Broker. Customer may disclose Confidential Information to the extent required by law, provided that Customer gives Broker2Broker reasonable advance notice of the required disclosure and the opportunity to obtain appropriate confidential treatment for the Confidential Information. Broker2Broker may disclose aspects of this Agreement to its licensors to the extent required under the agreement with the licensor. Broker2Broker will be free to use any data, metadata and information it so collects relating to the App and may allow others to do so. 
8. GENERAL:
   1. Compliance with Laws; Export Control. Customer shall use the App in compliance with all applicable laws, statutes, rules and regulations. Except as expressly permitted in this Agreement, Customer shall not export or import the App (including any Documentation) or any technical information provided under this Agreement. 
   2. U.S. Government End-Purchaser. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, the App and accompanying documentation provided by Broker2Broker are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.
   3. Open Source Code. Components of the App may be covered by so-called “open source” software licenses (“Open Source Software”). Customer’s use of any Open Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in that Open Source Software (each an “Open Source License”). Broker2Broker grants Customer a license to use the Open Source Software to the full extent permitted by the applicable Open Source License. 
   4. Marketing. Customer consents to Broker2Broker’s use of Customer name and logo and general description of Customer’s relationship with Broker2Broker in press releases and other marketing materials and appearances. Customer agrees to receive marketing communications and other solicitations and materials from Broker2Broker, as determined by Broker2Broker in its sole discretion
   5. Miscellaneous. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall be modified, limited or eliminated to the minimum extent necessary and the declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Idaho, excluding rules governing conflict of law and choice of law. The federal and state courts within Boise, Idaho shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, those courts and service of process being affected upon it by registered mail sent to Broker2Broker at 12601 W. Shorthorn St., Star ID 83669 in the case of Broker2Broker, and by registered mail to any address provided by Customer to Broker2Broker in the case of Customer. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to this Agreement. Neither this Agreement, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer without the prior written consent of Broker2Broker. Any attempted assignment in violation of this Agreement shall be void and without effect. This Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this Agreement shall have any force or effect. Customer’s representative identified herein represents and warrants that he/she has the authority to bind Customer to the terms herein. Broker2Broker may revise these terms at any time upon notice to Customer (which may be provided by notice through the App, by email or through any other reasonable means).  Customer’s continued use of the App following any notice constitutes Customer’s acceptance of the updated terms.

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ACCEPTABLE USE POLICY (AUP)

https://broker2broker.app/legal/

This Acceptable Use Policy (“AUP”) applies to use of Broker2Broker’s application (“Broker2Broker App”), and Broker2Broker’s website(the “Website”). We refer to Broker2Broker as ‘Broker2Broker,’ ‘we,’ ‘our,’ or ‘us,’ and to customers and users of our Broker2Broker App, and to users of our Website, as ‘you’ or ‘your’. If you are using our Broker2Broker App, then your use and our provision of the Broker2Broker App are governed by our License Agreement available at https://broker2broker.app/legal, or such other applicable agreement between you and Broker2Broker as applies to your access to and use of the Broker2Broker App (each, a “Service Agreement”).

We may suspend or terminate your use of the Broker2Broker App or Website for violation of this AUP, subject to any qualifications specified in your Service Agreement, if applicable. 

A. Use of the Broker2Broker App

You may not:

• Interfere or attempt to interfere in any manner with the functionality or proper working of the Broker2Broker App or Website;
• Upload to the Broker2Broker App or Website, or use the Broker2Broker App or Website to store or transmit illegal material or material in violation of third-party privacy rights;
• Upload to the Broker2Broker App or Website, or use the Broker2Broker App or Website to store or transmit any malware. Malware means programming (code, scripts, active content, and other software) that is designed to disrupt or deny operation, gather information that leads to loss of privacy or exploitation, or gain unauthorized access to system resources, or that otherwise exhibits abusive behavior. Malware includes computer viruses, worms, trojan horses, spyware, dishonest adware, scareware, crimeware, most rootkits, or other malicious or unwanted software or programs;
• Upload, transmit or otherwise process any Protected Health Information (PHI) or any other regulated data or information in violation of any applicable law or regulation.
• Upload, transmit or otherwise process any Payment Card Information (PCI) in violation of any applicable Payment Card Information Security Standards or other similar requirements.
• Interfere with or disrupt the integrity or performance of the Broker2Broker App or Website or third-party data stored or processed with the Broker2Broker App or Website or attempt to gain unauthorized access to the Broker2Broker App or Website or their related systems or networks; or
• Attempt to probe, scan, penetrate or test the vulnerability of an Broker2Broker system or network, or to circumvent, avoid or breach Broker2Broker's security or authentication measures, whether by passive or intrusive techniques, or by social engineering, without Broker2Broker's express prior written consent.

B. Shared Resources

You may not use Broker2Broker systems, networks or technology in a way that unnecessarily interferes with their normal operation, or that consumes a disproportionate share of their resources. You agree that Broker2Broker may quarantine or delete any data stored on Broker2Broker’s systems or networks if Broker2Broker reasonably believes that the data is infected with any malware, or is otherwise corrupted, and has the potential to infect or corrupt Broker2Broker systems, networks or technology or other customers' data that is stored or accessed via Broker2Broker systems, networks or technology. 

C. Abuse

You may not use Broker2Broker's network or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including:

• Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
• Monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
• Interference with service to any user of the Broker2Broker App or Website or other network including mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
• Use of an Internet account or computer without the owner's authorization;
• Collecting or using email addresses, screen names or other identifiers without the consent of the person identified (including, phishing, Internet scamming, password robbery, spidering, and harvesting);
• Collecting or using information without the consent of the owner of the information;
• Use of any false, misleading, or deceptive TCP-IP packet header information in an email or a newsgroup posting;
• Use of the Broker2Broker App or Website to distribute software that covertly gathers information about a user or covertly transmits information about the user;
• Any conduct that is likely to result in retaliation against the Broker2Broker App or Website, or Broker2Broker’s employees, officers or other agents, including engaging in behavior that results in any server being the target of a denial of service attack (DoS); or
• Use of the Broker2Broker App or Website to facilitate competition with Broker2Broker, including through establishment of accounts that do not fairly represent their purpose, or for benchmarking purposes not authorized by Broker2Broker.

D. Offensive Content

You may not publish, transmit or store on or via Broker2Broker's networks or equipment any content or links to any content that Broker2Broker reasonably believes:

• Is obscene;
• Contains harassing content or hate speech, or is violent, incites violence, or threatens violence;
• Is unfair or deceptive under the consumer protection laws of any jurisdiction;
• Is defamatory or violates a person's privacy;
• Creates a risk to a person's safety or health, creates a risk to public safety or health, is contrary to applicable law, or interferes with a investigation by law enforcement;
• Improperly exposes trade secrets or other confidential or proprietary information of another person;
• Is intended to assist others in defeating technical copyright protections;
• Infringes on another person's copyright, trade or service mark, patent, or other property right, or violates any privacy right;
• Is illegal or solicits conduct that is illegal under laws applicable to you or to Broker2Broker; or
• Is otherwise malicious, fraudulent, or may result in retaliation against Broker2Broker by offended viewers or recipients.

E. Other

You will not be entitled to any credit or other compensation for any interruptions of service resulting from AUP violations.

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DIGITAL MILLENNIUM COPYRIGHT ACT

https://broker2broker.app/legal/

If you believe material posted on our website or through the Broker2Broker App infringes your intellectual property,  please email to notices@broker2broker.app the specific content you believe infringes, the nature of your ownership of the intellectual property you believe is being infringed, your name your address and your email and telephone contact information.