WEBINAR / FREE TRIAL NON-DISCLOSURE AGREEMENT

This Webinar / Free-Trial Non-Disclosure Agreement (the “Agreement”) is a binding contract between Solutions With Accountability Tactics, LLC (“SWAT”), Yellow Brick Road, LLC (“YBR”), and You, the individual attending the webinar and/or accessing Developer’s Confidential Information during a “free trial” period, OR the entity you represent (“You”).  SWAT and YBR are referred to collectively in this Agreement as the “Developer.”

The date you first access Developer’s Webinar and/or sign-up for any free trial offered by Developer (whichever occurs first) shall be referred to as the “Effective Date.”  By accessing Developer’s Webinar and/or by signing up for any free trial offerd by Developer, you agree and acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by the terms and conditions set forth herein.  IF YOU DO NOT AGREE TO BE SO BOUND, YOU ARE NOT AUTHORIZED TO ACCESS THE WEBINAR.  Developer may modify this Agreement upon notice to You.

  1. Definitions.  For purposes of this Agreement, the following terms shall have the meaning described below:

  1. “Confidential Information” means all non-public and/or proprietary information or data disclosed by Developer or its agents during or in the course of the Webinar, including all such information or data relating to Developer or its affiliates’ businesses, finances, technology, controls, practices, software programs, services, data, databases, business methods, algorithms, or trade secrets.  For avoidance of doubt, Confidential Information includes all word tracks, sales scripts, sales forms, sales methods, sales techniques, and sales processes, disclosure to You during the Webinar.  The Confidential Information includes but is not limited to all Developer’s intellectual property and copyrightable information belonging to Developer.   In connection a Webinar (defined below), Developer may, at its sole discretion, offer to you a “free trial” period, during which you will have access to view portions of Developer’s Confidential Information via an online platform.   This free trial is provided only for the “Purpose” (defined below).  For the avoidance of doubt, any and all information made available to you as part of any “free trial” is part of Developer’s Confidential Information, and is therefore subject to the terms and conditions of this Agreement.  Developer is under no obligation to offer any such free trial and may terminate Your access at any time and for any reason, without liability of any kind.

  1. “Employees” means Your employees, independent contractors, agents, and all others acting on Your behalf or at Your direction.

  1. “Purpose” means Your evaluation of whether to purchase any of Developer’s products, services, materials, or information described in the Webinar.

  1. “Webinar” means the seminar provided by or on behalf of Developer that is delivered via the Internet.

  1. Limited Use of Confidential Information.  You must protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as You protect your own confidential or proprietary information of a similar nature and with no less than reasonable care. You may not distribute, modify, or reproduce any Confidential Information and must only use Confidential Information for the Purpose – i.e., for evaluating whether to purchase any of Developer’s products, services, materials, or information. You must not copy, reproduce, reverse engineer, re-create, disassemble, or create other derivative works from any of the Confidential Information.   You are prohibited from marketing, offering to sell, and/or resell any aspect of the Confidential Information to any unauthorized third party.  You must not disclose any such Confidential Information to any person or entity, except to Your Representatives who: (a) need to know the Confidential Information to assist You, or act on its behalf, in relation to the Purpose; (b) are informed in writing by You of the confidential nature of the Confidential Information; and (c) agree to be subject to confidentiality duties or obligations to You that are no less restrictive than the terms and conditions of this Agreement.  You agree immediately to notify Developer upon discovery of any loss or unauthorized disclosure of the Confidential Information.  Your obligations under this Agreement with respect to any portion of the Confidential Information will terminate when You can demonstrate that such Confidential Information: (a) was already lawfully known to You at the time of disclosure by Developer; (b) was disclosed to You by a third party that had the right to make such disclosure without any confidentiality restrictions; or (c) has, through no fault of Yours, become, generally available to the public.

  1. No Ownership by You.  Nothing in this Agreement will be construed as: (a) granting to You any property rights, by license or otherwise, to any Confidential Information or to any invention, business method, patent, copyright, trademark, trade secret, or other intellectual property right related to such Confidential Information; or (b) placing You and Developer in any business relationship.  You acknowledge that Developer and/or its licensors retain all proprietary right, title and interest in and to the Confidential Information and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.

  1. No Warranties.  ALL CONFIDENTIAL INFORMATION IS PROVIDED TO YOU “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND.  Developer is not making any contractual promises to You as to accuracy of any Confidential Information.  You acknowledge that You have not relied on, and will not be relying on, any statements made by Developer as to accuracy or sufficiency of any Confidential Information.  Developer makes no representations that the Confidential Information in the Webinar is appropriate or authorized for use by all states or any other professional membership or credentialing organization. If you choose to access the Webinar and/or sign up for free trial access, you do so on your own initiative and you are responsible for compliance with all applicable laws.

  1. Miscellaneous.

  1. This Agreement will be exclusively governed by the laws of the State of Oklahoma, without regard to any of its conflict of laws provisions that would cause the laws of another jurisdiction to apply.  Any action or proceeding arising from or relating to this Agreement must be brought exclusively in a federal or state court located in Oklahoma City, Oklahoma, and You hereby irrevocably consent to the exclusive personal jurisdiction and venue of these courts.

  1. You acknowledge that Your breach of this Agreement will cause Developer irreparable damage, and You hereby agree that Developer is entitled to injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.  You further agree that because damages for a violation of Paragraph 2 would be difficult to calculate, that You will be subject to liquidated damages in the amount of five-thousand dollars ($5,000.00) for each proven breach of Paragraph 2.  You further agree that this sum bears a reasonable relationship to the likely actual damages Developer would incur, and that such amount does not represent a penalty.  The liquidated damages provided for in this Agreement are in addition to (and do not limit) all other rights and remedies available by law.

  1. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

  1. Developer may assign or transfer its rights or obligations under this Agreement without Your express prior written consent. Your attempted assignment or transfer of this Agreement, or Your rights or obligations under this Agreement, is prohibited and will be null, void, and without effect.

  1. This Agreement constitutes the sole and entire agreement of You and Developer with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

  1. By accessing this Webinar and/or sign up for any free trial access period, You agree to receive Developer’s emails containing news, updates and promotions regarding Developer’s products. You can withdraw your consent at any time.

  1. In any action arising from or relating to Your breach of Section 2 of this Agreement, the prevailing party shall be entitled to recover its attorney’s fees and costs.  

END-USER LICENSE AGREEMENT

Last updated: APRIL 16, 2020.

IMPORTANT LEGAL NOTICE:  This End User License Agreement (the “Agreement”) is a binding, legal contract between You and Solutions With Accountability Tactics, LLC (“SWAT”) and Yellow Brick Road, LLC (“YBR”).  SWAT and YBR are referred to collectively in this Agreement as “Developer.”  By clicking the “I agree” or “I accept” button displayed as part of the login process, You are entering accepting the terms and conditions outlined in this Agreement.  This Agreement governs Your use of Developer’s Subscription Content (defined below).  If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to the terms and conditions of this Agreement.  In such case, the terms “You” or “Your” shall refer to you individually as well as the entity you represent.  If you do not have such authority, or if You do not agree with the terms and conditions of this Agreement, You must select the “I decline” button and may not use Developer’s Subscription Content.  

  1. Definitions.  For purposes of this Agreement, the following terms shall have the meaning described below:

  1. “Subscription Content” means all non-public and/or proprietary information or data disclosed by Developer or its agents to You as a part of Your subscription to YBR’s Insurance Sales Scripts and/or any other official YRB product or service.  The Subscription Content includes and constitutes Developer’s confidential and proprietary business information, Developer’s trade secrets, and other copyright-protected intellectual property of Developer, including but not limited to, Developer’s interactive insurance sales scripts (sometimes known as “word tracks”), insurance sales forms, sales methods, sales techniques, and sales processes.  The Subscription Content is Developer’s intellectual property and does not belong to You.  Subscription Content includes the audio and visual information, documents, software, downloads, products and services contained or made available to you in the course of using the YBR’s Insurance Sales Scripts and/or any other official YBR product or service.

  1. “Employees” means Your employees, independent contractors, agents, and all others acting on Your behalf or at Your direction.

  1. “Authorized Business Purpose” means the sale and marketing of insurance products, services, and policies.  

  1. “User(s)” means your employees, representatives, consultants, contractors, or agents who are authorized to use the Subscription Content and for whom You have purchased a license).
  2. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights (whether registered or not), trademarks, service marks, trade names, domain name rights, mask work rights, know-how, trade dress, and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

2.        License Grant & Restrictions.  Developer hereby grants you a non-exclusive, non-transferable, right to use the Subscription Content, solely for your own internal Authorized Business Purpose, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Developer and its licensors (if applicable).

You may not access or use the Subscription Content if you are a direct competitor of Developer, except with Developer’s prior written consent. In addition, you may not access the Subscription Content for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Subscription Content or the Content in any way; (ii) modify or make derivative works based upon the Subscription Content or the Content; (iii) create Internet “links” to the Subscription Content or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Subscription Content in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Subscription Content, or (c) copy any ideas, features, functions or graphics of the Subscription Content.  User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Subscription Content.  You are prohibited from sharing or disclosing the Subscription Content to any third-party for any purpose, even if you achieve no financial benefit by doing so.

You may use the Subscription Content only for your internal Authorized Business Purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Subscription Content or the data contained therein; or (v) attempt to gain unauthorized access to the Subscription Content or its related systems or networks.

  1. Your Responsibilities.

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Subscription Content, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Developer immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Developer immediately and use reasonable efforts to stop immediately any copying or distribution of the Subscription Content that is known or suspected by you or your Users; and (iii) not impersonate another Developer user or provide false identity information to gain access to or use the Subscription Content.

  1. Account Information and Data.

Developer does not own any data, information or material that you submit in the course of using the Subscription Content (“Customer Data”). You, not Developer, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Developer shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Developer reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Developer shall have no obligation to maintain or forward any Customer Data.

  1. Intellectual Property Ownership.

Developer alone (and its licensors, where applicable, and to the extent of the underlying license) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Subscription Content, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Subscription Content. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Subscription Content or the Intellectual Property Rights owned by Developer. The Developer name, the Developer logo, and the product names associated with the Subscription Content are trademarks of Developer or third parties, and no right or license is granted to use them.

6.        Charges and Payment of Fees.

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect.  All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire license term, whether or not such User licenses are actively used. You must provide Developer with valid credit card or approved purchase order information as a condition to signing up for the Subscription Content. The license fee additional licenses added at a later date will be the then current, generally applicable license fee.  Licenses added in the middle of a billing month will be charged in full for that billing month. Developer reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

7.        Non-Payment and Suspension.

In addition to any other rights granted to Developer herein, Developer (or its authorized reseller, where applicable) reserves the right to suspend or terminate this Agreement and your access to the Subscription Content if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Developer (or its authorized reseller) initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Developer (or its authorized reseller) may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Developer (or its authorized Reseller) reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Subscription Content. You agree and acknowledge that Developer has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

8.        Termination for Cause.

Any breach of your payment obligations or unauthorized use of Subscription Content will be deemed a material breach of this Agreement. Developer, in its sole discretion, may terminate your password, account or use of the Subscription Content if you breach or otherwise fail to comply with this Agreement. In addition, Developer may terminate a free account at any time in its sole discretion. You agree and acknowledge that Developer has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

9.        Representations & Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Subscription Content and that your billing information is correct.

10.        Indemnification.

You shall indemnify and hold Developer, its licensors, its authorized resellers, and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Developer

11.        Disclaimer of Warranties.

DEVELOPER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION CONTENT. DEVELOPER DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SUBSCRIPTION CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SUBSCRIPTION CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SUBSCRIPTION CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SUBSCRIPTION CONTENT OR THE SERVER(S) THAT MAKE THE SUBSCRIPTION CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SUBSCRIPTION CONTENT AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DEVELOPER.

12.        Internet Delays.

DEVELOPER’S SERVICES INCLUDING THE SUBSCRIPTION CONTENT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DEVELOPER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

13.        Limitation of Liability.

IN NO EVENT SHALL EITHER DEVELOPER’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.  IN NO EVENT SHALL DEVELOPER BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SUBSCRIPTION CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SUBSCRIPTION CONTENT, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SUBSCRIPTION CONTENT, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE SUBSCRIPTION CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.        Additional Rights.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.  However, these provisions apply to

15.        Modification to Terms.

Developer reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Subscription Content site at any time, effective upon posting of an updated version of this Agreement on the Subscription Content site. You are responsible for regularly reviewing this Agreement.  Continued use of the Subscription Content after any such changes shall constitute your consent to such changes.

16.        Assignment; Change in Control.

This Agreement may not be assigned by you without the prior written approval of Developer but may be assigned without your consent by Developer to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Developer directly or indirectly owning or controlling 50% or more of you shall entitle Developer to terminate this Agreement for cause immediately upon written notice.

        17.        Privacy Policy.

This Paragraph Informs you of our policies regarding the collection, use, and disclosure of Personal Information when you use our the Subscription Service. We will not use or share your information with anyone except as described in this Privacy Policy. We use your Personal Information for providing and improving the Subscription Service. By using the Subscription Service, you agree to the collection and use of information in accordance with this policy.  

a.        Information Collection And Use.

While using the Subscription Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you. Personally identifiable information may include, but is not limited to, your email address, name ("Personal Information"). We collect this information for the purpose of providing the Subscription Service, identifying and communicating with you, responding to your requests/inquiries, servicing your purchase orders, and improving our services. 

b.        Log Data.

We may also collect information that your browser sends whenever you visit the Subscription Service or when you access the Subscription Service by or through a mobile device ("Log Data").

This Log Data may include information such as your computer’s Internet Protocol ("IP") address, browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages and other statistics.

When you access the Subscription Service by or through a mobile device, this Log Data may include information such as the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use and other statistics.

In addition, we may use third party services such as Google Analytics that collect, monitor and analyze this type of information in order to increase the Subscription Service’s functionality. These third party service providers have their own privacy policies addressing how they use such information.

c.        Cookies.

Cookies are files with a small amount of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a web site and transferred to your device. We use cookies to collect information in order to improve our services for you.

You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. The Help feature on most browsers provide information on how to accept cookies, disable cookies or to notify you when receiving a new cookie.

If you do not accept cookies, you may not be able to use some features of the Subscription Service and we recommend that you leave them turned on.

d.        Service Providers.

We may employ third party companies and individuals to facilitate the Subscription Service, to provide the Subscription Service on our behalf, to perform Subscription Service-related services and/or to assist us in analyzing how the Subscription Service is used.

These third parties have access to your Personal Information only to perform specific tasks on our behalf and are obligated not to disclose or use your information for any other purpose.

e.        Security.

The security of your Personal Information is important to us, and we strive to implement and maintain reasonable, commercially acceptable security procedures and practices appropriate to the nature of the information we store, in order to protect it from unauthorized access, destruction, use, modification, or disclosure.

However, please be aware that no method of transmission over the internet, or method of electronic storage is 100% secure and we are unable to guarantee the absolute security of the Personal Information we have collected from you.

f.        Links To Other Sites.

The Subscription Service may contain links to other sites that are not operated by us.  If you click on a third party link, you will be directed to that third party’s site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

g.        Children’s Privacy.

Only persons age 18 or older have permission to access the Subscription Service. The Subscription Service does not address anyone under the age of 13 (“Children”).

We do not knowingly collect personally identifiable information from children under 13. If you are a parent or guardian and you learn that your Children have provided us with Personal Information, please contact us. If we become aware that we have collected Personal Information from children under age 13 without verification of parental consent, we take steps to remove that information from our servers.

h.        Changes To This Privacy Policy.

This Privacy Policy is effective as of April 16, 2020, and will remain in effect except with respect to any changes in its provisions in the future, which will be in effect immediately after being posted on this page.

We reserve the right to update or change our Privacy Policy at any time and you should check this Privacy Policy periodically. Your continued use of the Subscription Service after we post any modifications to the Privacy Policy on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Policy.

If we make any material changes to this Privacy Policy, we will notify you either through the email address you have provided us, or by placing a prominent notice on our website.

i.        Contact Us.

If you have any questions about this Privacy Policy, please contact us at Support@YBRscripts.com.

18.        Miscellaneous.

  1. This Agreement will be exclusively governed by the laws of the State of Oklahoma, without regard to any of its conflict of laws provisions that would cause the laws of another jurisdiction to apply.  Any action or proceeding arising from or relating to this Agreement must be brought exclusively in a federal or state court located in Oklahoma City, Oklahoma, and You hereby irrevocably consent to the exclusive personal jurisdiction and venue of these courts.

  1. You acknowledge that Your breach of this Agreement will cause Developer irreparable damage, and You hereby agree that Developer is entitled to injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.  You further agree that because damages for a violation of Paragraph 2 would be difficult to calculate, that You will be subject to liquidated damages in the amount of five-thousand dollars ($5,000.00) for each proven breach of Paragraph 2.  You further agree that this sum bears a reasonable relationship to the likely actual damages Developer would incur, and that such amount does not represent a penalty.  The liquidated damages provided for in this Agreement are in addition to (and do not limit) all other rights and remedies available by law.

  1. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

  1. Developer may assign or transfer its rights or obligations under this Agreement without Your express prior written consent. Your attempted assignment or transfer of this Agreement, or Your rights or obligations under this Agreement, is prohibited and will be null, void, and without effect.

  1. This Agreement constitutes the sole and entire agreement of You and Developer with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

  1. By accessing the Subscription Content and/or sign up for any free trial access period, You agree to receive Developer’s emails containing news, updates and promotions regarding Developer’s products. You can withdraw your consent at any time.

  1. In any action arising from or relating to Your breach of Section 2 of this Agreement, the prevailing party shall be entitled to recover its attorney’s fees and costs.