7.1 Restrictions on Use. You will not modify, adapt, alter, translate, or create derivative works from the Applications developed and hosted by Broadsword; (b) reverse engineer, decompile, disassemble, copy or otherwise attempt to derive the source code for the Applications. 

7.2 Data Policy. Client grants Broadsword access to non-personally identifiable data for the purpose of marketing optimization, reporting and insights analysis. Client acknowledges that Broadsword stores and analyzes data securely through reputable third-party platforms with strict data protection policies and procedures, and that Broadsword abides by the same in the interest of data privacy and protection. 

7.3 Third Party Applications. Any Third Party Applications are subject to any additional terms and conditions imposed by the owners of such Third Party third party licensors. You agree to comply with all such applicable terms and conditions. 

7.4 Non-Solicitation. During the Term and for twelve (12) months thereafter, the Client may not, directly or indirectly, solicit, recruit or hire Broadsword personnel without the prior written consent from a managing partner at Broadsword. In the event the Client does hire Broadsword personnel without prior written consent of a managing partner at Broadsword, Client agrees to compensate Broadsword $100,000 payable 50% upon the employee's hire date at Client, and the remaining 50% net 30 from employee's hire date at Client.

7.5 Promotional Information. Broadsword maintains the right to show client testimonials, case studies, screenshots, creative assets and logo displays on promotional materials including but not limited to sales decks, brochures, websites, and other forms of marketing platforms both digital and offline. With Client's approval, Broadsword may post unpublished/custom content on its social networks to promote both Client and Agency. Unpublished content can be behind the scenes footage of the production process. 

7.6 Force Majeure. Except for any payment obligations, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any cause which is beyond the reasonable control of such party. 

7.7 Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado. Except as set forth below, any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Boulder, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The parties agree to non-binding legal arbitration in Boulder, Colorado as a first attempt to resolve any legal conflicts that may arise. 

7.8 Entire Agreement. This Agreement (including all exhibits and attachments) constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by You to Broadsword will have no effect. 

7.9 Non-Compete. For purposes of this non-compete clause, “Prohibited Activity” is activity in which Broadsword:

(a) contributes knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity established or engaged in the same or similar business as the Employer, including those engaged in the business of compensation management, sales performance management, territory management, or any similar field or industry or

(b) solicits the customers and/or employees of the business entity sold. “Prohibited Activity” also includes the disclosure of trade secrets, proprietary information, or confidential information.