TERMS OF ACCESS AND CONFIDENTIALITY

Please read these Terms of Access ("Terms", "Terms of Access") carefully before using the https://www.teamlivefire.com/investor-portal  (the "Service") operated by LiveFire, LLC. 

Your access to the confidential information contained herein is conditioned on your acceptance of and compliance with our Confidentiality Agreement Terms. These Terms apply to all visitors, users and others who access the investor portal site.

By accessing or using the Service you agree to abide by the Terms stated below.

REVOCATION OF ACCESS

Failure to abide by any of these terms will result in the immediate revocation of your access and other actions as may be deemed necessary to ensure the continuing confidentiality of materials and security of the Livefire Database. Livefire reserves the right to revoke any user’s access for any reason without advance warning.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 10 days' notice prior to any new terms taking effect. What constitutes a material change shall be determined at our sole discretion.

CONTACT US

If you have any questions about these Terms, please contact us at ventures@teamlivefire.com

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT is entered into on the Date of Acceptance, by and between LiveFire a Limited Liability Company, located at 12478 S 68 EAST AVE, BIXBY, OK, 74008 (“LiveFire”), and Viewing Party (the “Recipient”). LiveFire and the Recipient are referred to individually as a “Party” and jointly as the “Parties”.  The Parties hereby agree as follows:

RECITALS

WHEREAS, LiveFire is a firearms mobile training platform powered by AI and Machine Learning technology. LiveFire provides a collection of elite firearms instructors a video training platform to subscribed users where the instructors elaborate on terminal learning objectives for the course with a clear designed path on how to arrive at the desired end state by the end of training.  The application can then take a photograph of the users target and instantly score and archive their drill. LiveFire also provides built in asset management integration and offers specialized property insurance for firearms. LiveFire will also provide a firearms training platform for both law enforcement and military audiences. 

WHEREAS, LiveFire seeks to undertake a capital round;

WHEREAS, the Parties hereto have determined to establish terms governing the use and protection of certain information the Parties may disclose to each other.

NOW, THEREFORE, in consideration of the foregoing, and in reliance on the mutual agreements contained herein, the Parties agree as follows:

                                                                                                                  

  1. Term. The term of this Agreement (“Agreement Term”) shall commence on the date Access is granted (“Effective Date”) and terminate two (2) years  subsequent unless terminated earlier upon written notice by either Party (the “Agreement Term”). During the Agreement Term, each Party, in its sole discretion, may disclose Confidential Information to the Receiving Party subject to the terms and conditions of this Agreement. All obligations hereunder, including without limitation any and all obligations regarding the use and disclosure of Confidential Information, shall continue for a period of two (2) years from the disclosure of the affected Confidential Information.

  2. Confidential Information. Each Party hereto has requested and/or will learn from the other Party hereto, its subsidiaries, or affiliates (collectively, the “Disclosing Party”), from or through the Disclosing Party’s employees, officers, directors, independent contractors, agents, subsidiaries, affiliates,  or representatives, information, both orally and in writing, concerning the intellectual property and/or business of the Disclosing Party and/or current or potential customers of the Disclosing Party, potentially including, without limitation, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data,  customer lists, customer addresses, products and services provided to specific customers, sales volumes, pricing, equipment specifications, locations and use, network configurations, capacities and capabilities, current or prospective relationship with vendors and independent contractors (including, without limitation, information regarding the types of products and services contracted for and the cost of such products and services to the Disclosing Party), implementation of technology, data and programs, finance, sales, marketing, and development of internet, telecommunication and related technology and services.  Such information, in whole or in part, together with analyses, compilations, programs, reports, proposals, studies, or any other documentation, prepared by the Disclosing Party or the other Party or Parties (the "Receiving Party", as herein defined also means Receiving Parties), as the case may be, which contain or otherwise reflect or make reference to such information, whether or not specifically marked as confidential by the Disclosing Party, as well as information acquired during any facilities tours, are hereinafter referred to as "Confidential Information." 

  3. Non-marking.  The Parties hereby agree that although Confidential Information is not required to be marked as such under this Agreement, some Confidential Information, which is delivered to the Receiving Party hereunder, may indeed be so marked.

  4. Standard of Care. All Confidential Information is deemed proprietary to the Disclosing Party.  Accordingly, as a condition precedent to entering into or pursuing discussions, and in connection with any business relationship, whether formal or informal, which is or may be established between the Parties, the Receiving Party hereby agrees, as set forth below, to hold Confidential Information of the Disclosing Party, furnished during the Agreement Term, with the at least the degree of care, but no less than a reasonable degree of care, as the Receiving Party uses with respect to its own similar information, and consistent with the technical industry norms for protection of such information. 

  5. Disclosure of Confidential Information.  The Parties agree that:

    1. Confidential Information may be disclosed to the officers, directors, joint venture partners, employees, contractors, agents, or representatives (collectively, “Representatives”) of the Receiving Party, and to such Receiving Party’s subsidiaries or affiliates,  on a “need to know” basis for the purpose of evaluating a potential transaction between the Parties or in connection with a business relationship, whether formal or informal, which is or may be established between the Parties, on the condition that each such Representative will be informed of the confidential nature of such Confidential Information and will agree to be bound by the terms of this Agreement and not to disclose such Confidential Information to any other person;  

    2. Confidential Information of the Disclosing Party may be disclosed by the Receiving Party to other parties only upon the prior written consent of the Disclosing Party; and

  6. Use of Confidential Information.  

    1. The Receiving Party agrees that the Confidential Information will be used solely for the purpose of evaluating, undertaking, or executing a business relationship between the Parties related to the Business Purpose, whether formal or informal, which is or may be established between the Parties, and not for any other purpose, except as otherwise agreed by the Parties in writing.  

    2. The Parties further agree not to issue or release any articles, advertising, publicity or other matter relating to any Confidential Information (including the fact that a meeting or discussion has taken place between the Parties), or mentioning or implying the name of the other Party, except with written permission by the Disclosing Party, or as may be required by law, and then only after providing the other Party with an opportunity to review and consult thereon. 

    3. The Receiving Party shall not, as a result of knowledge or information obtained from the Disclosing Party’s Confidential Information, directly or indirectly, divert or attempt to divert or solicit any business or customer of the Disclosing Party, without prior written approval from the Disclosing Party.  

    4. The Receiving Party shall not reverse engineer, decompile, or disassemble any Confidential Information, or file any copyright, trademark, or patent using the Confidential Information.

    5. The Receiving Party shall promptly notify the Disclosing Party upon Receiving Party’s discovery of any unauthorized use or disclosure of the Confidential Information and shall use its best reasonable efforts to mitigate the effect of the unauthorized use or disclosure.

  7. Ownership of Confidential Information.  The Receiving Party acknowledges that the Disclosing Party claims the Confidential Information as its sole and exclusive property (or that the Disclosing Party is a valid licensee of such information), and that the Receiving Party shall not have any right, title, or interest in or to such Confidential Information except as expressly provided in this Agreement.  This Agreement does not grant the Receiving Party any rights in the Disclosing Party’s Confidential Information regarding any patents, copyrights, trademarks, trade secrets, or other intellectual property.

  8. Return Or Destruction of Confidential Information  The Receiving Party agrees, upon the request of the Disclosing Party, to promptly deliver to the Disclosing Party or destroy physical copies, and delete electronic copies, followed up by an e-mail confirming the destruction or deletion of the originals and all copies of the Disclosing Party’s Confidential Information then in the Receiving Party’s possession or control, including, without limitation, the portion of the Confidential Information that consists of analyses, compilations, programs, reports, proposals, studies, or other documentation prepared by a Receiving Party or its Representatives.

  9. Limitations on Confidential Information.  The term "Confidential Information" does not include any information which:

    1. Is or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by the Receiving Party); 

    2. Is independently developed by the Receiving Party without breach of this Agreement;

    3. Was in possession of the Receiving Party without restriction prior to the date of this Agreement;

    4. Is disclosed by the Receiving Party with the Disclosing Party’s prior written approval;

    5. Is lawfully received by the Receiving Party without restriction from a third-party who, to the Receiving Party’s knowledge, obtained the Confidential Information other than as a result of a breach of any confidentiality obligation; or 

    6. Is disclosed by the Receiving Party pursuant to judicial action or governmental regulations, provided that the Receiving Party gives advance notices to the Disclosing Party prior to such disclosure, unless the Receiving Party is prevented from giving such notification by an appropriate government authority, and the Receiving Party cooperates with the Disclosing Party in the event that the Disclosing Party elects legally to contest and avoid such disclosure.

  10. Specific Performance.  The Parties acknowledge and agree that the rights being protected by the terms of this Agreement are of a special, unique, unusual and extraordinary character, which gives them a particular value, and that the breach of any provision of this Agreement shall cause irreparable injury and damage to the non-breaching Party.  In such event, the non-breaching Party shall be entitled to require specific performance of all of the acts and the undertakings required of the breaching Party hereunder and to obtain injunctive and other equitable relief in any court of competent jurisdiction to prevent the violation or threatened violation of any of the provisions of this agreement.  Neither this paragraph nor any exercise by the non-breaching Party of its right to equitable relief or specific performance herein granted shall constitute a waiver by the non-breaching Party of any other rights which it may have to damages or other relief.

  11. Enforceability.  If any of the provisions contained in this Agreement is held to be unenforceable, in whole or in part, by a court of competent jurisdiction, the Parties agree to be bound by all other provisions of this Agreement. 

  12. Entire Agreement. This instrument contains the entire agreement of the Parties.  It may not be changed orally, but only by an agreement in writing signed by the Parties.

  13. Successors.  This Agreement is binding upon and for the benefit of the Parties and their successors. Neither Party may assign this Agreement without the written consent of the other Party. 

  14. Waiver.  The Parties agree that a Party’s failure at any time to require performance of any provision of this Agreement shall in no way affect such Party's right at a later time to enforce the same.  No waiver by a Party of a breach of a term contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such breach of any other term of this Agreement.

  15. Applicable Law and Arbitration.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma, without regard to its conflicts of laws provisions.  The Parties agree that should there be a dispute pursuant to this Agreement the Parties will submit to binding Arbitration in the State of Oklahoma and shall utilize the services and rules of the American Arbitration Association.

  16. No Warranties. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND THE DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRENTIES, EXPRESSSED OR IMPLIED, OF ANY TYPE WHATSOEVER INCLUDING, WITHOUT LIMITATION, TITLE, NONINFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICLUAR PURPOSE. USE OF CONFIDENTIAL INFORMATION SHALL BE AT THE RECEIVING PARTY’S OWN RISK, AND THE DISLCOSING PARTY ASSUMES NO LIABLITY OR OBLIGATION TO THE RECEIVING PARTY AS A RESULT OF USE. 

  17. Similar Projects. LiveFire may or may not be working with other customers conducting projects similar to the projects that may be under discussion between the Parties.  Nothing in this Agreement shall be construed in a manner that prohibits or limits those activities other than the inherent restriction on sharing or using Confidential Information as provided in this Agreement. 

  18. Business Relationship. This Agreement does not require either Party to enter into further contractual or other relationships with the other Party.  This Agreement does not create a partnership, joint venture, agency, or other business relationship.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above: