BreachRecon Terms of Service

The parties recite and agree as follows:

  1. Consent

This BreachRecon Terms of Service agreement (this “Agreement”) is entered into by GroupSense, Inc. (“GroupSense” or “BreachRecon” or “we”, “us”, or “our”) and the entity executing this Agreement (“You”). This Agreement governs Your use of the BreachRecon software (the “Services”). BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT FOR YOURSELF OR ON BEHALF OF YOUR ENTITY OR ORGANIZATION SEEKING THIS SERVICE.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION AND JURY TRIAL WAIVER CLAUSES IN SECTIONS 10 (TEN) AND 11 (ELEVEN) BELOW, WHICH ARE APPLICABLE TO ALL USERS.

  1. Using the Services
  1. Authority. You agree that you are permitted to use the Services under applicable law. If you are using the Services on behalf of a company, business or other entity, you represent that you have the legal authority to accept these Terms on behalf of that entity, in which case that entity accepts these Terms, and “you” means that entity. If you are accessing an account(s) on behalf of the account owner (e.g., as an administrator, consultant, analyst, etc.), the Terms apply to your activities on behalf of the account owner.
  2. Indemnity. If you are using the Services on behalf of a company, business or other entity, or if you are using the Services for commercial purposes, you and the entity will hold harmless and indemnify GroupSense from any suit, claim or action arising from or related to the use of the Services or violation of these Terms, including any liability or expense arising from claims (including  claims  for  negligence),  losses,  damages,  suits,  judgments,  litigation  costs  and attorneys’ fees.
  3. Age. If you are under the age of 18 (eighteen), you are prohibited from using these Services.

Certain portions of the Services contain content of a serious nature. You may not access this content unless you are an adult (i.e., at least the age of 18 (eighteen) years old).

  1. User Conduct. You agree not to use the Services to:
  2. obtain or  attempt  to  obtain  unauthorized  access  to  the Services or to GroupSense’s servers, systems, network, or data;
  1. make available any content that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

iii.      violate any applicable laws or regulations;

  1. impersonate any person or entity;
  2. forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Service;
  3.  make available any fraudulent claim or representation regarding ownership of any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity;

vii.      make available viruses or any other computer code, files, programs or content designed to interrupt, destroy or limit the functionality of the Services or affect other users;

viii.      or interfere with or disrupt the Services or servers, systems or networks connected to the

Services in any way.

  1. Use of Services. You must follow any guidelines or policies associated with the Services. You must not misuse or interfere with the Services or try to access them using a method other than the interface and the instructions that we provide. You may use the Services only as permitted by law. Unless otherwise expressly stated, you may not access or reuse the Services, or any portion thereof, for any commercial purpose.
  2. Export Control. You agree to comply with the export control laws and regulations of the United States and trade controls of other applicable countries, including without limitation the Export Administration  Regulations  of  the  U.S  Department  of  Commerce,  Bureau  of  Industry  and Security and the embargo and trade sanction programs administered by the U.S. Department of Treasury, Office of Foreign Assets Control. You represent and warrant that you: (1) are not a prohibited party identified on any government export exclusion lists (see e.g., http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm);  (2)  will  not  re-export  or use the Services to transfer software, technology, or other technical data to prohibited parties or countries; and (3) will not use the Services for military, nuclear, missile, chemical or biological weaponry end uses or conduct any other activities involving the Services that violate the export and import laws of the U.S. or other applicable countries.
  3. Anti-Corruption Laws. You agree to comply with all applicable anti-corruption laws including laws that prohibit unlawful payments to anyone for a corrupt purpose in relation to these Terms.
  4. Anti-Terrorism Laws. You agree to not use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources)  to  any  organization(s)  designated  by  the  United  States  government  as  a  foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.
  5. Ownership and Reuse. Using the Services does not give you ownership of any intellectual or other property rights or interests in the Services or the content you access. You must not use any branding or logos used in the Services unless GroupSense has given you separate explicit written permission. You must not use any data or information from the Services unless GroupSense has given you separate explicit written permission. You may not remove, obscure, or alter any legal notices displayed in or along with the Services. Unless you have explicit written permission, you must not reproduce, modify, rent, lease, sell, trade, distribute, transmit, broadcast, publicly perform, create derivative works based on, or exploit for any commercial purposes, any portion or use of, or access to, the Services (including content, data, APIs, and software).
  6. Software License. Subject to your continuing compliance with these Terms, GroupSense grants you a personal, royalty-free, non-transferable, non-assignable, revocable, and non-exclusive license to use the software and APIs provided to you by GroupSense as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by GroupSense, in the manner permitted by these Terms and any additional terms or guidelines. You may not reverse engineer or attempt to extract the source code of our software, unless applicable laws prohibit those restrictions or you have our explicit written permission. We may change, alter, upgrade, or discontinue any of our software or services without prior notification to you.
  7. Support. Unless otherwise expressly stated, GroupSense does not promise to provide you with any support for the Services. If GroupSense does provide you with support, it is at GroupSense’s sole discretion and does not mean that we will continue to provide you with support in the future.
  8. Fees. GroupSense reserves the right to charge fees for use of or access to the Services (and any associated support), whether currently in existence or not, in GroupSense’s sole discretion. If GroupSense decides to charge fees, GroupSense’s payment terms will apply and GroupSense will provide you with prior notice.
  9. Different Versions of the Services. Different features may be available in different versions of the

Services and not all features may be available to you.

  1. Anti-Abuse Policy. You may not in connection with the Services engage in commercial activity on non-commercial properties or apps or high volume activity without GroupSense’s prior written consent. You may not engage in conduct or activity that is disruptive to the Services or the experience of other users.
  1. Your Account; Notices
  1. Account Information. You may need an account to use some Services. You must ensure that your account information (that is, the information you provided when you registered for or subscribed to a Service) remains current, complete, accurate and truthful. All accounts are non-transferable and terminable at the exclusive discretion of GroupSense.
  2. Access to Your Account. You are responsible for all activity that happens on or through your account. To protect your account, keep your password confidential. Do not reuse your account password with other services. Without prejudice to your statutory rights, if you forget your password and otherwise cannot validate your account to GroupSense, you acknowledge and agree that your account may be inaccessible to you and that all data associated with the account may not be retrievable.
  3. Notices. GroupSense may provide you with notices, including service announcements and notices regarding changes to these Terms, by, but not limited to, email, regular mail, text message or SMS, MMS, push notification or in-app message, postings on the Services, telephone, or other reasonable means now known or hereafter developed. You consent to receive these notices by any and  all  of  the  foregoing  means.  You  may  not  receive  notices  if you violate the Terms by accessing the Services in an unauthorized manner, and you will be deemed to have received any and all notices that would have been delivered had you accessed the Services in an authorized manner.
  1. Privacy and Data Protection
  1. Privacy Policy. BreachRecon’s Privacy Policy explains how we treat data. By using the Services, you agree to our privacy policies and that BreachRecon can use your information in accordance with our privacy policies.
  2. Data Protection. You will not assist or permit any third party to, pass information to BreachRecon that BreachRecon could use or recognize as personally identifiable information.
  3. Prohibition on Circumvention. You must not circumvent any privacy features (e.g., an opt-out) that are part of the Service.
  4. Legal Use. You must abide by all laws and are prohibited from using any information obtained from or through BreachRecon to engage in any illegal activity or violate any civil law, criminal law, statute, or regulation.
  1. Procedure for Copyright or Other Intellectual Property Infringement Claims
  1. GroupSense respects the intellectual property of others. GroupSense may, in appropriate circumstances and at its discretion, disable, terminate, and/or take other appropriate steps relating to information or materials that infringe or potentially may infringe.
  2. If you believe that your copyright or intellectual property rights have been infringed, please notify our copyright agent in writing. The contact information for our copyright agent is: General Counsel, c/o GroupSense, 4040 N. Fairfax Drive, Suite 1000B, Arlington, VA 22203, USA, via first class or air mail or overnight courier.
  3. In order for us to take action, you must do the following in your notice:
  1. provide your physical or electronic signature;
  2. identify the copyrighted work or intellectual property right that you believe is being infringed;

iii.      Identify your ownership of the copyrighted work or intellectual property right that you believe is being infringed;

  1. identify the item on the Service that you think is infringing your work or intellectual property right and include sufficient information about where the material is located;
  2. provide us with a way to contact you, such as your address, telephone number, or e-mail;
  3. provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used on the Service; and

vii.      provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright or intellectual property right owner whose work is being infringed.

  1. Content in the Services
  1. Content. Our Services display some content that is made available by third-party entities. This content is the sole responsibility of the entity or person that makes it available. GroupSense assumes no responsibility for the conduct or content of third parties. We may remove and refuse to display content that violates the Terms or applicable laws or regulations, but that does not mean that we monitor the Services or review or screen any content. By using or accessing the Services you understand and agree that you may be exposed to sensitive content.
  1. Modifying and Terminating the Services; Terminating Accounts
  1. BreachRecon is constantly innovating, changing and improving the Services. We may, without notice, add or remove functionalities or features, create new limits to the Services, or temporarily or permanently suspend or stop a Service.
  2. You can stop using the Services at any time. As a registered user, You may cancel and delete your account at any time. For more information, please contact help@breachrecon.com with the subject line: “Cancel or Delete My Account.”
  3. We may temporarily or permanently suspend or terminate your account or impose limits on or restrict your access to parts or all of the Services at any time, without notice and for any reason, including, but not limited to, violation of these Terms, court order, or inactivity.
  4. Subject to any statutory rights you might have, if your account is terminated, access to your username, password, and all related information, files, and content associated with your account may be terminated and your username may be recycled for use by others. If the Service is a paid service, please consult GroupSense’s payment terms.
  1. Our Warranties and Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GROUPSENSE, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, LICENSORS AND DISTRIBUTORS (COLLECTIVELY GROUPSENSE ENTITIES) DO NOT MAKE ANY REPRESENTATIONS, PROMISES, OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES. WE PROVIDE OUR SERVICES “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOUR USE OF THE SERVICES, INCLUDING CONTENT WITHIN THE SERVICES, IS AT YOUR OWN RISK AND WE DO NOT REPRESENT, PROMISE, OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND AND AGREE THAT NO DATA TRANSMISSION OVER THE INTERNET OR INFORMATION STORAGE TECHNOLOGY CAN BE GUARANTEED TO BE SECURE, AND GROUPSENSE EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, TO THAT EFFECT. WE MAKE NO COMMITMENTS, PROMISES OR WARRANTIES ABOUT THE CONTENT WITHIN THE SERVICES OR CONTENT LINKED FROM THE SERVICES, THE SUPPORT WE PROVIDE FOR THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, THE SECURITY OF THE SERVICES, OR THE SERVICES’ RELIABILITY, QUALITY, ACCURACY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS, PROVIDE CERTAIN OUTPUTS OR ACHIEVE CERTAIN RESULTS.

SOME JURISDICTIONS PROVIDE FOR CERTAIN IMPLIED WARRANTIES, SUCH AS THE IMPLIED  WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED OR EXPRESS PROMISES OR WARRANTIES ABOUT THE SERVICES.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE AND UNDERSTAND THAT GROUPSENSE AND GROUPSENSE ENTITIES WILL NOT BE LIABLE FOR: ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, TREBLE OR OTHER MULTIPLES OF DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES. GROUPSENSE ENTITIES ARE NOT RESPONSIBLE FOR ANY LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE, INCLUDING ANY ALLEGED LOSS OR DIMINUTION IN VALUE OF PERSONAL INFORMATION, OR ANY OTHER LOSSES (COLLECTIVELY, “LOSSES”) ARISING FROM OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSSES RESULTING  FROM  OR  IN  CONNECTION  WITH:  THE  DELETION  OF,  ALTERATION  OF, MIS-DELIVERY OF, OR FAILURE TO STORE DATA MAINTAINED OR TRANSMITTED BY THE SERVICES; THE LIMITING, SUSPENSION OR TERMINATION OF YOUR ACCOUNT; YOUR DOWNLOADING OR SHARING OF INFORMATION, INCLUDING PERSONAL INFORMATION, VIA THE SERVICES; THE UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR ANY DATA MAINTAINED  OR  TRANSMITTED  BY  THE  SERVICES;  OR  LINKS  PROVIDED  BY  THE SERVICES OR THIRD PARTIES TO EXTERNAL SITES OR RESOURCES. GROUPSENSE ENTITIES WILL NOT BE LIABLE FOR PROBLEMS CAUSED BY OTHERS, THE WRONGFUL OR UNLAWFUL ACTIONS OF THIRD PARTIES, OR AN ACT OF GOD. THE LIMITATIONS AND EXCLUSIONS IN THESE TERMS WILL APPLY WHETHER OR NOT GROUPSENSE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY LOSSES ARISING.

TO THE FULLEST EXTENT PERMITTED BY LAW, GROUPSENSE AND ITS ENTITIES ARE NOT LIABLE IN CONNECTION WITH ANY DISPUTES THAT ARISE OUT OF OR RELATE TO THESE TERMS OR SERVICES FOR ANY AMOUNT GREATER THAN THE AMOUNT YOU PAID TO US FOR THE SERVICES.

  1. About these Terms
  1. Third  Party  Beneficiaries  and  Conflicts.  These  Terms  control  the  relationship  between GroupSense and you. They do not create any third party beneficiary rights. If there is a conflict or inconsistency between the terms in this document and the additional terms associated with a particular Service, the additional terms will control solely for that conflict or inconsistency.
  2. Modification of the Terms. We may modify the Terms from time to time. Unless we indicate otherwise, modifications will be effective as of the date they are posted on this page or any successor page. You should look at the Terms regularly.
  3. Continued Use of the Services. You may stop using the Services at any time, but your continued use of or subscription to a Service after the effective date of any modifications to the Terms or the means that you agree to the Terms as modified.
  4. Waiver and Severability of Terms. The failure of GroupSense to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision (or part of a provision) of these Terms is found to be invalid, GroupSense and you nevertheless agree to give effect to the intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
  5. Assignment by GroupSense. GroupSense may freely assign these Terms and all of the policies and  other  documents  incorporated  or  referenced  in  it  (including  all  rights,  licenses,  and obligations under it or them), in whole or in part and without notice, for any reason, including for the purpose of internal restructuring (for example, mergers or liquidations).
  1. Binding Arbitration Agreement

YOU AND GROUPSENSE BOTH AGREE TO RESOLVE ANY AND ALL DISPUTES, CONTROVERSIES OR CLAIMS THAT IN ANY WAY ARISE OUT OF OR RELATE TO THESE TERMS OR FROM ANY SERVICES YOU RECEIVE FROM US (OR FROM ANY ADVERTISING

FOR ANY SUCH SERVICES), INCLUDING ANY DISPUTES BETWEEN YOU AND OUR EMPLOYEES OR AGENTS (“DISPUTE(S)”), ONLY BY ARBITRATION ON AN INDIVIDUAL BASIS. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, ARBITRATION WILL BE THE  SOLE  AND  EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE BETWEEN US. YOU ALSO UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND GROUPSENSE ARE EACH GIVING UP THE RIGHT TO BRING A CLAIM IN COURT OR IN FRONT OF A JURY, AND THAT YOU AND GROUPSENSE ARE EACH GIVING UP THE RIGHT TO PROCEED WITH ANY CLASS  ACTION  OR  OTHER  REPRESENTATIVE  ACTION.  WHILE  ARBITRATION PROCEDURES MAY BE DIFFERENT THAN COURT PROCEDURES, AN ARBITRATOR CAN AWARD YOU INDIVIDUALLY THE SAME DAMAGES AND RELIEF AS A COURT, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES UNDERSTAND THAT ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT. We also both agree that:

  1. Notice of Dispute. If either you or GroupSense intends to arbitrate under these Terms, the party seeking arbitration must first notify the other party of the Dispute in writing at least 30 (thirty) days in advance of initiating the arbitration. Notice to GroupSense should be sent to GroupSense, attn: General Counsel, 4040 N. Fairfax Drive, Suite 1000B, Arlington, VA 22203, USA, via first class or air mail or overnight courier. Notice to you will be to your email address(es) and street address(es), if any, that GroupSense has in its records at the time the notice is sent. The notice must describe the nature of the claim and the relief being sought. If we are unable to resolve the Dispute within 30 days, either party may then proceed to file a claim for arbitration.
  2. Arbitration Procedure. The Federal Arbitration Act applies to these Terms. Any and all Disputes will be resolved by arbitration administered by the American Arbitration Association (“AAA”). The AAA will apply the Commercial Arbitration Rules to the arbitration of any Dispute pursuant to these Terms, unless you are an individual and use the Services for personal or household use, in which case the AAA’s Consumer Arbitration Rules will apply (excluding any rules or procedures governing or permitting class actions). You can get procedures (including the process for beginning an arbitration), rules and fee information from the AAA (www.adr.org). These Terms govern to the extent they conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
  3. Arbitration Location. Unless you and GroupSense agree otherwise, the arbitration must take place in the county of your primary residence or Arlington County, Virginia.
  4. Arbitration Fees and Expenses. We will reimburse any filing fee that the AAA charges you for arbitration of the Dispute. If you provide us with signed written notice that you cannot pay the

filing fee, we will pay the fee directly to the AAA. If the arbitration proceeds, we will also pay any administrative and arbitrator fees charged later.

  1. Settlement Offers. We may, but are not obligated to, make a written settlement offer anytime before or during arbitration. The amount or terms of any settlement offer may not be disclosed to the arbitrator unless and until the arbitrator issues an award on the claim.
  2. Severability.  If  any  part  of  this  agreement  to  arbitrate  is  found  by  a  court  of  competent jurisdiction to be unenforceable, the court will reform the agreement to the extent necessary to cure the unenforceable part(s), and the parties will arbitrate their Dispute(s) without reference to or reliance upon the unenforceable part(s). However, if for any reason the Class Action Waiver set forth below in Section 11 cannot be enforced as to some or all of the Dispute, then the agreement to arbitrate will not apply to that Dispute or portion thereof. Any Disputes covered by any deemed unenforceable Class Action Waiver provision may only be litigated in a court of competent jurisdiction, but the remainder of the agreement to arbitrate will be binding and enforceable. To avoid any doubt or uncertainty, the parties do not agree to class arbitration or to the arbitration of any claims brought on behalf of others.
  1. Binding Class Action Waiver and Jury Trial Waiver

THESE TERMS DO NOT ALLOW CLASS OR COLLECTIVE ARBITRATIONS, EVEN IF THE AAA PROCEDURES OR RULES WOULD. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE THE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. ARBITRATION OR COURT PROCEEDINGS HELD UNDER THESE TERMS CANNOT BE BROUGHT, MAINTAINED   OR   RESOLVED   ON   BEHALF   OF   OR   BY   A   CLASS,   AS   A   PRIVATE ATTORNEY-GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY. IN ADDITION, INDIVIDUAL PROCEEDINGS CANNOT BE COMBINED WITHOUT THE CONSENT OF ALL OF THE PARTIES. ANY QUESTION REGARDING THE ENFORCEABILITY OR INTERPRETATION OF THIS PARAGRAPH WILL BE DECIDED BY A COURT AND NOT THE ARBITRATOR.

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND GROUPSENSE EACH AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND GROUPSENSE EACH UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS. IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.

  1. Choice of Law and Forum
  1. Choice of Law. These Terms and the relationship between the parties, including any claim or dispute that might arise between the parties, whether sounding in contract, tort, or otherwise, will be governed by the laws of the commonwealth of Virginia without regard to its conflict of law provisions. In no event will the parties bring claims against one another under the laws of another jurisdiction.
  2. Forum. If for any reason a Dispute proceeds in court rather than through arbitration, all such Disputes (regardless of theory) arising out of or relating to these Terms, or the relationship between you and GroupSense, will be brought exclusively in the courts located in the county of Arlington, Virginia or the U.S. District Court for the Eastern District of Virginia. In such cases, you and GroupSense agree to submit to the personal jurisdiction of the courts located within the county of Arlington, Virginia or the Eastern District of Virginia, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
  1. Proprietary Rights Notice

The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of GroupSense. All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by GroupSense and its licensors without restriction, including, GroupSense’s right to sole ownership of the Software and documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of GroupSense; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with GroupSense other than in the name of GroupSense or BreachRecon; (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Service based on patent infringement.

  1. Term and Termination

Either party may terminate this Agreement at any time without notice. Upon any termination of this Agreement, GroupSense will stop providing, and You will stop accessing the Service. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full.

Version 1.0. Last Updated: August 8, 2018.