End User License Agreement

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guardDog Solutions, Inc.

END USER LICENSE AGREEMENT AND TERMS OF USE

IMPORTANT – READ CAREFULLY BEFORE PROCEEDING. YOUR USE OF ANY HARDWARE SECURITY DEVICE(S), DOWNLOADABLE SOFTWARE PRODUCTS, CLOUD SERVICE OR RELATED PROCESSES, FEATURES OR SERVICES AVAILABLE ON OR THROUGH THE guardDog SYSTEM OR WEBSITE IS CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE FOLLOWING AGREEMENT.

YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE AGREE BUTTON AS MAY BE DESIGNATED BY guardDog TO SHOW THESE TERMS AND/OR TO INSTALL ANY guardDog PRODUCT, SERVICE OR FEATURE OR ANY RELATED SOFTWARE (COLLECTIVELY “guardDog  SYSTEM”), YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT. YOU WILL NOT BE PERMITTED TO USE THE guardDog SYSTEM AND ANY ASSOCIATED SERVICES UNLESS AND UNTIL YOU AGREE TO THIS AGREEMENT AND ANY OTHER RULES OR POLICIES THAT guardDog MAY CREATE AND MAKE AVAILABLE THROUGH THE guardDog SYSTEM FROM TIME TO TIME.

You represent and warrant that you are authorized to enter into this Agreement on behalf of yourself or your enterprise (“You” or “you’) and you agree your login/registration data is current, complete, and accurate. This Agreement will commence on the date that you complete the installation of the System or install guardDog™ hardware, whichever is sooner, (the “Effective Date“).

  1. guardDog AND IT’s SYSTEM

You are entering into an agreement with guardDog Solutions, Inc., doing business as guardDog™ (“guardDog” or “Company”). The guardDog System shall include, but not be limited to, system components including one or more hardware security devices, associated software, data gathering, cloud services and/or a website (“System”).

  1. TITLE. The guardDog™ system is a proprietary system including copyrighted, trade secret and/or patentable components and for which U.S. patent is or may be pending. The Company shall retain all right, title and interest in all components of the System and in all intellectual property rights therein or thereto.

Your use of the guardDog™ System is by subscription lease/use license only. Particular costs of and payment for subscription shall be agreed upon in a separate agreement.

Subject to guardDog™ ownership, no license or other rights of any kind are granted or conveyed except for the limited use license expressly provided herein. You agree that you will not remove, conceal or otherwise change any copyright, trademark, patent or other proprietary notice or source identifier contained in or associated with the System.

Under this Agreement you only receive access to the System. You shall not offer, loan, transfer, encumber, sell or otherwise dispose of any copy or piece of the System you receive, whether hardware, software or data access, to any third party without having received prior written authorization from guardDog. If you do so without GDS permission, the transfer will be deemed void.

  1. LIMITED USE LICENSE. GDS hereby grants to you a limited, nonexclusive, nontransferable, non-sub licensable license to use, display, execute, and perform the System during the term of this Agreement as instructed by GDS directions and specifications of use on compatible computing systems you may own or control.

This license does not grant you any right to use any intellectual property of guardDog Solutions Inc. including its trademarks or copyrighted works except to inform others of your use of the System.

  1. RESTRICTION ON USE. You agree that you will not and that you will not permit or allow any other person, directly or indirectly to (a) copy, reproduce, modify, redistribute, sublicense, transfer, rent, lease, sell, resell, lend, assign, publish, transmit, or create derivative work(s) of any component of or all of the System, (b) disclose or otherwise disseminate, exploit or make available any component of or all of the System to any third party in any form; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the System; or (d) post, cast or otherwise make the System available over a computer network where it could be used by devices of unlicensed third-parties.
  2. UPDATES OF THE SYSTEM. During the term of this Agreement, guardDog may, in its sole discretion, develop updates and may notify you that it has released an updated version of the System (the “Updated System”). You may acquire access to the Updated System as directed by guardDog and may use the Updated System instead of the prior version. Any Updated System will also be considered “System” for purposes of this Agreement. guardDog reserves the right at any time and from time to time to supplement, add, change, modify, alter or discontinue temporarily or permanently any and all functionality or features of the System with or without notice. You agree that guardDog shall not be liable to you for any modification, suspension or discontinuance of the System or any features or functions of the System. If guardDog is required due to any third-party rights to modify the System you agree to discontinue use of any prior version of the System and commence using a modified version of the System as directed by guardDog.
  3. TERMINATION. This Agreement and the limited license granted hereunder shall terminate immediately if you breach any term or condition hereof. In the event of a termination of this Agreement, you agree to discontinue all use of the System, promptly return, destroy or have destroyed all hardware and/or copies of the System, and upon request from guardDog certify in writing to guardDog that such return or destruction has taken place.
  4. DISCLAIMER OF WARRANTIES. You acknowledge that the System provided may contain bugs and errors. The System is provided to you “as is” and any use of the System is at your own risk. To the extent legally permitted under the applicable law, guardDog disclaims all warranties, whether express, implied or statutory, including without limitation, any implied warranties of title, non-infringement of third-party rights, merchantability or fitness for a particular purpose. Some jurisdictions do not allow the exclusion of implied warranties, so the above limitations may not apply to you.
  5. LIMITATION OF LIABILITY. You agree that to the extent legally permitted under the applicable law, guardDog shall not be responsible for any loss or damage to you or others caused by failure of the System to function. In no event will guardDog be liable for any special, consequential, exemplary, incidental, or indirect damages (including, without limitation, those resulting from lost profits, cost of substitute goods, lost data or play interruption) in connection with the use of the System or in connection with any other claim arising from this Agreement, even if guardDog has been advised of the possibility of such damages. You agree that guardDog shall not be liable for third-party privacy claims such as those described in section 9. You agree that the aggregate liability of guardDog arising from or relating to this Agreement and the System, regardless of the form of action or claim (e.g., contract, warranty, tort, strict liability, negligence, fraud or other legal theory) is limited to the amounts paid by you to guardDog during the six month period preceding the event giving rise to liability.

You further agree that guardDog shall not be subject to any liability caused by you if you use the System beyond the limited, licensed use provided herein.

To the extent the System or your use of the System integrates any lawful, inbound marketing and/or sales platform that helps you or guardDog attract visitors, convert leads, close customers, create content, share social media, automate workflow, seek, generate and/or capture leads, manage customer relationships, map sales pipeline, track performance, harvest marketing data, conduct promotional campaigns and the like (“Marketing Strategies”), you agree guardDog shall not be liable to you for any benefit guardDog derives from Marketing Strategies employed by you using the System.

  1. HOLD HARMLESS AND INDEMNITY. Notwithstanding the capability of the functionality of the System, you agree that you will not use the System or any System feature to access, view, acquire, gather, store, process or otherwise manipulate any data of a person or entity protected by privacy or other laws, unless expressly authorized by the respective person or entity. If you improperly access, view, acquire, gather, store, process or otherwise manipulate any data of a person or entity protected by privacy or other laws without authorization from such person and/or entity (“Unauthorized Use”) you agree to hold the Company harmless and agree to defend and indemnity the Company against any action or claims and resulting liability and damages, if any, brought by a third-party arising out of the Unauthorized Use.
  2. GENERAL PROVISIONS.

10.1 Feedback. In the event that you provide Company with feedback regarding the use, operation or functionality of the System (“Feedback”), including but not limited to information about operating results, known or suspected bugs, errors or compatibility problems, or desired features or function, you hereby assign to guardDog all rights without limitation to implement, exploit, incorporate and monetize any idea or invention provided in the Feedback into the System and agree that guardDog shall own all rights in all embodiments and intellectual property of technology suggested or derived from Feedback.

10.2 Governing Law, Venue and Arbitration. This Agreement shall be governed by the laws of the State of Utah without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You and guardDog agree to submit to the jurisdiction of, and agree that venue is proper in, the state courts located in Utah and the federal courts located in the district in Utah where guardDog has its principal place of business. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. A party may initiate arbitration through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. You acknowledge that any breach of this Agreement by you would cause irreparable injury to guardDog for which monetary damages would not be an adequate remedy and, therefore, guardDog will be entitled to seek injunctive relief (including specific performance) in any court of competent jurisdiction without first pursuing arbitration.

10.3 Severability; Language. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will remain in full force and effect. The parties of this Agreement have expressly required that the present Agreement be drawn up in the English language.

10.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.5 Entire Agreement. This Agreement and any terms whether express or implied included in  the System itself as to data gathering, advertising or in-System purchases constitutes the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged (which, in the case of the guardDog, shall require the signature of a duly authorized officer of the guardDog).