This Terms & Conditions Agreement applies solely to enterprise and contracted customers and, in the event of any conflict, shall supersede and control over the standard Terms of Service governing general product use.

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Backtrack Customer Contract

We'll always do our best to fulfill your needs and meet your expectations, but it's important to have things written down so that we both know what's what, who should do what and when, and what will happen if something goes wrong. We've no desire to trick you into signing something that you might later regret. What we do want is what's best for both parties, now and in the future

So in short; You *Client Name*, are using Backtrack as outlined in our previous correspondence. Acceptance of these terms can be provided by electronic means. An electronic signature will be considered legal and binding. Our governing terms of service can be viewed at usebacktrack.com/tos.

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                       THIS AGREEMENT (“Agreement”) is entered into on Not yet accepted (the “Effective Date”), between Yac Inc., a Delaware corporation (“Company”), and *Client Name* (“Customer”). Use of the Software (Backtrack) after the 1 Month Period is subject to the parties entering into and executing a separate written agreement. The parties agree to the following:

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1. License. “Licensed Software” means the Company’s proprietary Backtrack software product, provided to Customer pursuant to the terms of this Agreement (excluding any open source software included therein). Subject to Customer’s compliance with the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sub-licensable license during the period of time commencing on the Not yet accepted and ending thirty (30) days thereafter (the “1 Month Period”) to install, copy, modify and use the Licensed Software solely for Customer’s internal evaluation purposes, in connection with the deployment of the Licensed Software.

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2. Post-1 Month Period. Upon the expiration of the 1 Month Period, this Agreement will terminate and the Company and the Customer shall enter into an agreement governing Customer’s continued use of the Licensed Software based on the outlined success criteria in the agreement. The Company’s Terms and Conditions, located at https://usebacktrack.com/tos will govern the terms of Customer’s continued use of the Licensed Software after the expiration of the 1 Month Period.

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3. Restricted Activities. Customer shall not, and shall not encourage any third party to: (a) modify, adapt, alter, translate, or create derivative works of the Licensed Software; (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Licensed Software, in whole or in part; (c) distribute, license, sublicense, lease, rent, loan, or otherwise transfer the Licensed Software to any third party; (d) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Company or its suppliers contained on or within any copies of the Licensed Software; (f) use the Licensed Software with any unsupported software or hardware (as described in the applicable documentation provided by Company); or (i) use the Licensed Software for any unlawful purpose. If devices are lost, stolen or damaged, show organizer assumes responsbiltiy of replacment cost at 2500 per device.

4. Ownership of IP.

                       (a) Licensed Software. Company and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Licensed Software, including any improvements, modifications, and enhancements to thereto. Except for the rights expressly granted in this Agreement, Customer shall acquire no other rights, express or implied, in or to the Licensed Software, and all rights not expressly provided to Customer hereunder are reserved by Company and its licensors. All the copies of the Licensed Software provided or made available hereunder are licensed, not sold.

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                       (b) Data. Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to all data and reports provided to Customer by Company based on analysis of Customer’s use of the Licensed Software, subject to Company’s underlying rights in the Licensed Software. Notwithstanding the foregoing, Customer hereby grants Company a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use data, reports and other information derived or resulting from Customer’s use of the Software in aggregated or de-identified form for the purpose of improving Company’s products and services, and any bug reports, comments, feedback or ideas about the Licensed Software, including without limitation about how to improve the Licensed Software (“Feedback”). By submitting any Feedback, Customer hereby assigns to Company all right, title, and interest in and to the Feedback, if any.

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5. Terms.

Renewal: This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year (the “Initial Term”), unless earlier terminated as provided herein. Thereafter, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least ninetey (90) days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach if such breach is not cured within thirty (30) days after written notice. Either party may terminate this Agreement for convenience upon sixty (60) days’ prior written notice; provided, however, that any Order Forms or event commitments in effect as of the termination notice shall remain in force and be payable through their scheduled completion.

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Initial Events: Backtrack shall provide its services to Client Name for the following events: Number of Events events scheduled for Event Dates, pursuant to the pricing and terms set forth in the applicable Order Form(s) (the “Initial Events”).

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Right to Expand Scope: If Backtrack satisfactorily performs the Initial Events, Client Name agrees that, upon Backtrack’s written election, the parties shall enter into one or more additional Order Forms covering additional Client Name events occurring during the same calendar year, at Backtrack’s then-current standard rates (found here), subject to mutually agreed commercial terms.

6. Confidential Information.

  (a) Definition. “Confidential Information” means any information disclosed by one party (“Discloser”) to the other (“Recipient”), directly or indirectly, which is designated as “Confidential,” “Proprietary” or some similar designation, or learned by Recipient under circumstances in which such information would reasonably be understood to be confidential. For the purposes of this Agreement, the Licensed Software, and the results of any performance, functional or other evaluation of the Licensed Software, shall be deemed Confidential Information of Company. The confidentiality obligations in this Section shall not apply with respect to any of the Discloser’s Confidential information which Recipient can demonstrate: (a) was in the public domain at the time it was disclosed to Recipient or has become in the public domain through no act or omission of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure as shown by the files of Recipient in existence at the time of disclosure; (c) was disclosed by Recipient with the prior written approval of Discloser; or (d) became known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and otherwise not in violation of Discloser’s rights. As between the parties, Confidential Information shall remain the property of the Discloser. At any time, upon Discloser’s reasonable request, Recipient shall promptly (and in any event within thirty (30) days) return to Discloser or destroy, at the election of the Discloser, any Confidential Information of the Discloser.

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(b) Injunctive Relief. Recipient acknowledges that breach of the confidentiality obligations would cause irreparable harm to Discloser, the extent of which may be difficult to ascertain. Accordingly, Recipient agrees that Discloser is entitled to immediate injunctive relief in the event of breach of an obligation of confidentiality by Recipient.

7. No Warranties. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT ALL USE OF THE LICENSED SOFTWARE IS AT CUSTOMER’S SOLE RISK AND THAT THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE LICENSED SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability.

  (a) Exclusion of Damages. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES INCURRED BY CUSTOMER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL EXCLUDE OR LIMIT COMPANY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

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(b) Liability Cap. THE TOTAL LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED USD $100.