BRUVITI USER AGREEMENT
IMPORTANT – READ CAREFULLY: This Bruviti User Agreement (“Agreement”) is a legal contract between you (either an individual or a single business entity) and K2 Power Inc. DBA Bruviti (“Bruviti”). This Agreement governs the use of the Bruviti web-based application owned by Bruviti and accessible through the Internet (the “System”). 	
BY CLICKING THE BUTTON MARKED “I AGREE” BELOW, OR BY USING THE SYSTEM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SYSTEM. 
1.	Grant of License.  Subject to the restrictions in this Agreement, Bruviti hereby grants to you a non-exclusive, non-transferable, non-assignable, non-sublicensable limited right to access and use the object code version of System through the Internet for your own personal, individual use. Bruviti reserves any rights not expressly granted herein.  Any uses of Bruviti reports, information, data forms, or other materials (collectively, “Bruviti Property”) not specifically authorized under this Agreement are prohibited. Without limiting the foregoing, any use of Bruviti Property for commercial uses is expressly prohibited without prior written authorization of Bruviti. You shall be solely responsible for hardware, interconnections, telecommunications and any other costs incurred in your access to or use of the System.  
2.	License Restrictions.  You may not: (a) copy the System or any software, programming or documentation related thereto; (b) permit other individuals or companies to use the System; (c) use the System for the benefit of any third party; (d) modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the System or any software or programming related thereto; (e) rent, lease, transfer, resell and/or or otherwise transfer rights to the System; or (f) delete or write over any portion of any software relating in any manner to the System.  You also agree that you shall only use the System in a manner that complies with all applicable laws in the jurisdictions in which you use the System, and that you shall not violate or infringe the rights of any third party.  Any such forbidden use shall immediately and automatically terminate your license to use the System without notice.
3.	Term and Termination.  This Agreement is effective upon the earlier of your clicking the button marked “I Agree” or your first use of the System and shall continue until terminated. Either party may terminate this Agreement upon written notice of termination to the other party.  Upon any termination or expiration of this Agreement, you shall immediately discontinue use of the System.  Should you have made or been provided with any copies of the System or any Bruviti Property, you shall promptly return to Bruviti all such copies then in your possession and permanently delete all such copies from your computer. Sections 2, 3, 5, 7, 8, 9, 10, 11, and 12 shall survive the termination or expiration of this Agreement.
4.	User Name and Password.  You will create a user name and password that may be used to access the System.  You are fully responsible for maintaining the confidentiality of your user name and password and all activities that occur under your user name and password.  Your user name and password are for your use only.  You agree to immediately notify Bruviti by e-mail at info@bruviti.com of any unauthorized use of your password or account or any other breach of security.
5.	Proprietary Rights.  The System, including, without limitation, any of Bruviti’s Internet operations, design, content, hardware designs, algorithms, programming, underlying software (in source and object forms), user interface designs, other templates and designs, algorithms, architecture, class libraries, and documentation (both printed and electronic), know-how, goodwill, moral rights, trade secrets and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements or extensions thereof shall remain the sole and exclusive property of Bruviti, and you shall have no interest in them whatsoever. 
6.	User Conduct.  Your use of the System is subject to all applicable local, state, national and international laws and regulations.
7.	Indemnification.  You agree to immediately notify Bruviti of and indemnify, defend and hold harmless Bruviti, its affiliates, and their respective officers, employees and representatives from any and all claims and demands, including attorneys’ fees, made by any third party due to or arising out of your use of the System (including the unauthorized use of your account or any other breach of security known to you), the violation of this Agreement by you, or the infringement by you, or another user using your computer, on any intellectual property or other right of any person or entity.
8.	Disclaimer of Warranties.  YOU AGREE THAT USE OF THE SYSTEM IS AT YOUR SOLE RISK.  THE SYSTEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND BRUVITI ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY OF YOUR COMMUNICATIONS, DATA, OR PERSONALIZATION SETTINGS. ALL WARRANTIES OF ANY KIND ARE HEREBY DISCLAIMED, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, TITLE, MERCHANTABILITY OF COMPUTER PROGRAMS AND INFORMATIONAL CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SYSTEM OR THIRD PARTY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IN NO EVENT, DOES BRUVITI WARRANT THAT (A) THE SYSTEM IS ERROR FREE, OR (B) THAT YOU WILL BE ABLE TO OPERATE THE SYSTEM WITHOUT PROBLEMS OR INTERRUPTIONS. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, BRUVITI DOES NOT WARRANT THAT THE SYSTEM WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
9.	Limitation of Liability.  IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF LICENSOR UNDER THIS AGREEMENT FOR ANY CAUSE OF ACTION OR REASON WHATSOEVER EXCEED $100.   YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT IS TO DISCONTINUE THE USE OF THE SYSTEM.   
10.	Notices.  Unless otherwise provided herein, notices given by Bruviti to you will be given by e-mail or by conventional mail.  Notices will be sent to the e-mail address or mailing address you provide to Bruviti, or to updated addresses which you provide to Bruviti via notice consistent with this paragraph.  Notices given by you to Bruviti must be given by United States mail, certified or registered, return receipt requested or confirmed private commercial overnight courier service; provided that, in each case, such notice is properly addressed or transmitted to the following address or to such other address as Bruviti may provide to you in accordance with this provision: Bruviti, 1901 S Bascom Ave Suite 1650, Campbell CA 95008.  Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the e-mail or conventional mailing address last provided by you to Bruviti shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.
11.	Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado notwithstanding any conflict of laws provisions.  You irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts of California (“California Courts ”) for any litigation or controversy arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in California Courts and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.
12.	General.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.  Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.  The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.  This Agreement may be assigned in whole or in part by the Bruviti.  This Agreement may not be assigned in any manner by you without the express, prior written permission of the Bruviti.