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guardDog Solutions, Inc.

User Service Subscription Agreement

    1. Term. This agreement begins on the Effective Date and will continue until terminated (the “Term”).
    2. Grant of License to Access and Use Service. Company hereby grants to Customer, including to all Customers Authorized Users, a non-exclusive, non-sub licensable, non-assignable, royalty-free, and worldwide license to access and use the service (the “Service”) solely for Customer’s internal business operations in accordance with the terms of this agreement and the Company’s online terms of use.
    3. Support Services
      1. Initial Support. For the 24-month period beginning on the Effective Date, and at Company’s expense, Company will provide Customer with
        1. telephone or electronic support during Company’s normal business hours in order to help Customer correct problems with the Software, and
        2. internet-based support system available seven days a week, twenty-four hours daily.
      2. Renewed Support. After the initial 24-month support period, Customer may elect to renew Company’s support services for additional 12 month periods, at Company’s then-current service rates.
    4. Service Levels
      1. Applicable Levels. Company shall provide the Service to Customer with a System Availability of at least 99% during each calendar month.
      2. System Maintenance. Company may
        1. take the Service offline for scheduled maintenances, and
        2. change its schedule of maintenances on one month written notice to Customer.
      3. System Availability Definition
        1. Percentage of Minutes per Month. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
        2. Not Included in “System Availability. “System Availability” will not include any minutes of downtime resulting from
          1. scheduled maintenance,
          2. events of force majeure,
          3. malicious attacks on the system,
          4. issues associated with Customer’s computing devices, local area networks or internet service provider connections, or
          5. Company’s inability to deliver services because of Customer’s acts or omissions.
    5. Data Protection. Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.
    6. Data Privacy. Company may collect, use and process Customer’s data only accordance with Company’s online privacy policy. Company will not use or sell customer private data, see privacy statement.
    7. Confidentiality Obligations. The parties continue to be bound by the terms of the non-disclosure agreement between the parties, dated and attached to this agreement on as attachment “A”.
    8. Equipment Fees. Customer will pay Company a onetime equipment purchase of $199.00 per router unit and a monthly subscription fee of $99.00 per month per unit (the “Subscription Fee”) for the GDS Service.

    Customer Restrictions. Customer will not:

      1. distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
      2. modify, alter, or create any derivative works of the Software;
      3. reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
      4. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
      5. upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
    1. Ownership of Intellectual Property. Company will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including Company’s name, logos. and trademarks reproduced through the Service.
    2. Termination
      1. Termination on Notice. Customer may terminate this agreement for any reason on 30 days’ notice to Company after the initial 24-month contract period.
      2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
        1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
        2. the failure, inaccuracy, or breach continues for a period of 30 days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
      3. Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12-month period.
    3. Effect of Termination
      1. Pay Outstanding Amounts. Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
      2. Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
      3. Recovery of Data. Customer will have 30 days from the date of termination to retrieve any of data that Customer wishes to keep.
    4. Indemnification
      1. Indemnification by Company.
        1. Indemnification for Infringement Claims. Company shall indemnify Customer against all losses and expenses arising out of any proceeding
          1. brought by a third party, and
          2. arising out of a claim that the Service infringe the third party’s Intellectual Property rights.
      2. Notice and Failure to Notify
        1. Notice Requirement. Before bringing a claim for indemnification, Customer shall
          1. notify Company of the indemnifiable proceeding, and
          2. deliver to Company all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
        2. Failure to Notify. If the Customer fails to notify Company of the indemnifiable proceeding, Company will be relieved of its indemnification obligations.
      3. Exclusive Remedy. Customers’ right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
    5.  Limitation on Liability
      1. Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
      2. Maximum Liability. Neither party’s liability under this agreement will not exceed the fees paid by under this agreement during the 12 months preceding the date upon which the related claim arose.
    6. General Provisions
      1. Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
      2. Amendment. This agreement can be amended only by a writing signed by both parties.
      3. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.
      4. Notices
        1. Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party’s address for the purposes of this section.
        2. Receipt of Notice. A notice given under this agreement will be effective on
          1. the other party’s receipt of it, or
          2. if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.
      5. Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of the State of Utah, without regard to its conflict of laws rules.
      6. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
      7. Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party’s rights.
      8. Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
        1.  beyond the reasonable control of a party,
    1. materially affects the performance of any of its obligations under this agreement, and
    2. could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.