GuardOn - End User License EULA (EULA)

• Company:  IonIdea Inc. is hereinafter referred to as “Company”
• GuardOn:  Emergency Response Management Solution called GuardOn. This term includes all associated technology (software, hardware) and services (emergency response management from all responders including GEMS, GuardOn’s Emergency Monitoring Service).
• COMPANY PRODUCTS or Company Products:  Individually or together, all the offline services, online services, solutions, technologies, hardware, software, websites or any other products of Company, including but not limited to, and also as specifically related to GuardOn, are hereinafter referred to as “COMPANY PRODUCTS” or “Company Products”
• EULA: This End User License EULA for use of Company Products, which is also available at  GuardOn.com/EULA is hereinafter referred to as “EULA”
• TCU: Company’s Terms and Conditions of Use for use of Company Products, available at GuardOn.com/TCU  is hereinafter referred to as “TCU”
• PP: Company’s Privacy Policy associated with the user of Company Products, available atGuardOn.com/PrivacyPolicy is hereinafter referred to as “PP”
• EULA-TCU:  EULA and TCU are together hereinafter referred to as “EULA-TCU”
• EULA-TCU-PP:  TCU and PP are together hereinafter referred to as “EULA-TCU-PP”
• Company Legal Contact legal@GuardOn.com is hereinafter referred to as “Company Legal Contact”
• USER, User, the User, YOU, You or you:  The person or entity that uses Company Products is hereinafter referred to as “USER”, “User”, “the User”, “YOU”, “You” or “you”.
• UO:  User’s organization through which User has obtained rights to access Company Products is hereinafter referred to as “UO”
• OLA:  Organizational license agreement between Company and UO is hereinafter referred to as “OLA”
• Company Person, COMPANY PERSON, Company Persons, or COMPANY PERSONS:  Company and its successors, assigns, subsidiaries, parents, affiliates, owners, stockholders, investors, officers, directors, executives, employees, advisors, partners, suppliers, service providers, representatives, agents, resellers, licensors, and any other person or entity related to Company, individually and together will hereinafter be referred to as “Company Person”, “COMPANY PERSON”, “Company Persons”, or “COMPANY PERSONS”
• UO Person, UO PERSON, UO Persons, or UO PERSONS: UO and its successors, assigns, subsidiaries, parents, affiliates, owners, stockholders, investors, officers, directors, executives, employees, advisors, partners, suppliers, service providers, representatives, agents, resellers, licensors, and any other person or entity related to UO are hereinafter individually and together referred to as “UO Person”, “UO PERSON”, “UO Persons”, “UO PERSONS”
• AAA: American Arbitration Association, will hereinafter be referred to as “AAA”
• Claims or CLAIMS: Any claim, dispute, or controversy (excluding any Company’s claims for injunctive or other equitable relief) arising out of or in connection with or relating to EULA-TCU-PP, or the breach or alleged breach thereof, are collectively hereinafter referred to as “Claims” or “CLAIMS”

Parties to EULA:

This EULA is between Company and User for the use of Company Products.

Solution Contracted under this EULA: Provided you have an active current paid subscription to GuardOn, the GuardOn solution described herein is contracted and available to you.

1. GuardOn ERMS Solution. GuardOn ERMS Solution includes GuardOn Technology and GEMS (GuardOn Emergency Monitoring Service).
2. GuardOn Technology. GuardOn Technology includes Mobile Apps, Enterprise Portal, Emergency Response Orchestration Software, Wearable Hardware, and Voice Assistants. GuardOn Technology requires a functioning communication channel (GSM, WIFI, or Satellite) provided and paid for by User or UO for Alerts to be transmitted all Responders.
3. Alerts (or GuardOn Alerts). Using GuardOn Technology, GuardOn Users must raise emergency alerts to notify Responders of emergencies.
4. Responders (or GuardOn Responders). GuardOn permits several categories of responders to respond to Alerts, including:
   1. Trusted Contacts that the GuardOn User configures
   2. Trusted Group, who are Members of the UO, including SOC (Security Operations Center) and ERT (Emergency Response Team)
   3. GEMS – GuardOn`s 24x7 Alert monitoring service
   4. First Responders – Police, Fire and Ambulance Services
   5. GuardOn Angels – Volunteers who respond to Alerts in their vicinity

   GEMS will always respond to Alerts, and it will notify First Responders. UO and User through configuration of their GuardOn Account will determine if the other Responders respond to the Alert.

5. GEMS. GEMS will monitor Emergency Alerts 24x7, receive Alerts, verify Alerts are real, notify First Responders (Police and Ambulance), and provide Alert Intelligence to the Responders. GEMS will stay on the phone with Alerts until first responders arrive at the alert location, and will log all its activities. GEMS will also execute customized response protocols that UO provides to it as part of the Standard Operating Procedure (SOP) for Alert response.
6. Alert Intelligence. Alert Intelligence includes name, photo, live-location, ambient audio, and emergency medical information. User must input required information, and give the required permissions, such as access to location and microphone, to their GuardOn mobile app for GuardOn to collect and send complete Alert Intelligence to Responders. If such information is not input, or permissions are not given, then Alert Intelligence sent to Responders will be incomplete.
7. Response to Alerts and SLAs (Service Level Agreements). GEMS will begin executing response protocols as per agreed SOPs within 2 minutes of receiving your Alert. UO`s ERT/SOC can execute response protocols in parallel, if they choose to do so. Response from Private Ambulance services used by GuardOn will in most cases be within 30 minutes of receiving the Alert but can vary based on availability and traffic. Response from Police will vary and be based on many factors including location of the Alert, density/presence of Police force in the vicinity, etc.
8. GEMS SOP – Standard Operating Procedure. Upon receiving an Alert, GEMS will call the User using the mobile number(s) provided on User`s GuardOn account to verify if the Alert is for a real emergency, and to collect additional information if it is.

   If User has enabled recording/transmission of ambient audio when Alert is raised (by giving GuardOn access to the microphone on the User`s smartphone), GEMS will listen to this to gather situational intelligence.

   If GEMS cannot reach the User, or if User confirms that it is a real emergency, then GEMS will contact nearest First Responders (police, fire, ambulance), request them to get to your location quickly, and provide them with Alert intelligence (such as your name, photo, location, situational intelligence, etc.). GEMS will also reach out to your Trusted Contacts whom you have input into the system and let them know about your situation.

   GEMS will stay with you on the phone (if you are able to do so), until First Responders reach you.

EULA Terms and Conditions:

• Inclusion by Reference: All terms and conditions of TCU and PP are hereby included by reference herein within this EULA
• Use of the Service. In consideration of User`s use of Company Products and/or the payment by User or User`s Organization of the purchase price or license fee, even when Company discounts or fully waives such license fee, Company grants the User a personal, non-exclusive, non-commercial, non-transferable license to download, install and use Company Products mobile application on any mobile device that User owns or has rights to use, and the right to access Company Products through a web browser on any device that the User owns, with such download and use only in accordance with Company`s approved use documentation in EULA-TCU-PP, and such documentation may be modified at any time in Company`s sole and absolute discretion without any obligation to provide User with notice thereof. User`s access and license may also be subject OLA, and User agrees to be subject to all license and other requirements under OLA.
• Restrictions. User may not use Company Products for any purpose other than as set forth in EULA-TCU and OLA. User may not use, copy, modify, or transfer Company Products to any third party, in whole or in part, except as expressly provided in EULA-TCU. User may not reverse engineer, disassemble, decompile, or translate Company Products or any code, including, without limit, source code or object code of Company Products, or otherwise attempt to derive its source code or the source code through which Company Products is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties or obligations hereunder shall terminate EULA-TCU and be void. The User may not rent, lease, loan, resell, or distribute Company Products or any part thereof in any way including, but not limited to, making Company Products or access to Company Products available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User`s username and password, or operate or provide Company Products as a service bureau.
• Fees. Company reserves the right to charge for any upgrades, updated versions, bugs and fixes. Company reserves the right to require payment of periodic or annual fees for use of Company Products.
• Ownership and Proprietary Rights. Company Products and all Intellectual Property embodied in, or associated with Company Products are owned by and are the property of Company and its licensor(s), if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. Company Products are licensed, not sold, to the User for use only under the terms of EULA-TCU-PP. Company reserves all rights not expressly granted to the User. Company Products and any authorized copies User makes thereof are the intellectual property of Company. The structure, organization, and code of Company Products are the valuable trade secrets and confidential information of Company. Company Products is protected by law, including, without limitation, the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, EULA-TCU-PP do not grant User any intellectual property rights in Company Products. Company Products will be covered by pending and awarded patent applications.
• Third-Party Claims. In the event any claim is brought against User alleging that Company Products or User`s possession and use of Company Products breaches any third-party`s intellectual property rights, User`s sole remedy is to immediately notify Company in writing for a refund of the unused portion of the prepaid purchase price. Furthermore, such refund will be governed by OLA (if applicable). Company shall not be liable for any defense, settlement, or discharge of such claim, except as provided in the preceding sentence. User agrees that, in the event Company notifies you to immediately cease using Company Products due to a third- party claim of infringement, regulatory or legal requirement or for any other reasonable purpose, User shall do so promptly. Notwithstanding anything to the contrary above, Company`s total liability shall be limited to the fees paid by User for the unused portion of the prepaid fees.
• Username, Password and Authentication Security. During User`s use of Company Products, User may receive or register a username and password that will allow User to access and use Company Products. User may also access some Company Products through authentication by popular authentication platforms or social media. User is responsible for maintaining the integrity and security of User`s username and password, as well as the authentication mechanism that User chooses to use with Company Products. Unless otherwise required or permitted by applicable law, User may not share User`s username or password on Company Products with any third party and User agrees to immediately notify Company of any unauthorized use of User`s username or password.
• Third-Party Links: Company Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Company. Company does not endorse or assume any responsibility for any such third-party sites, services, or products, and you do so at your own risk, and you understand that EULA-TCU-PP do not apply to your use of such sites and products. You expressly relieve Company from any and all liability arising from your use of any third-party website, service, products or content. Additionally, your dealings with or participation in promotions of advertisers found on the third-party service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Company shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
• DISCLAIMER OF WARRANTIES; EXCLUSION OF WARRANTY.

  COMPANY PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF COMPANY PRODUCTS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND COMPANY PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, EXPRESS, IMPLIED OR STATUTARY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATING TO COMPANY PRODUCTS.

  USER ACKNOWLEDGES AND AGREES THAT THE USE OF COMPANY PRODUCTS IS AT USER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH USER.

  USER ASSUMES ANY AND ALL RISK ARISING FROM OR RELATED TO ANY SITUATION, EVENTS OR LOCATION IN WHICH USER PLACES HIMSELF OR HERSELF WHEN USING OR ACCESSING COMPANY PRODUCTS. USER ACKNOWLEDGES THAT USE OF COMPANY PRODUCTS IS NOT A SUBSTITUTE FOR USER’S PRECAUTIONS AND GOOD JUDGMENT.

  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH COMPANY PRODUCTS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY PRODUCTS AND ALL SERVICES PROVIDED WITH RESPECT TO USE OR ACCESS TO COMPANY PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION OR DATA PROVIDED, CONTAINED, MAINTAINED OR PROCESSED IN OR THROUGH COMPANY PRODUCTS AND ALL GOODS AND MATERIALS PROVIDED TO OR THROUGH COMPANY PRODUCTS ARE PROVIDED BY COMPANY ON AN “AS IS” BASIS AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

  COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO COMPANY PRODUCTS AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO COMPANY PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, INFORMATION OR DATA PROVIDED, ACCESSED, CONTAINED, MAINTAINED OR PROCESSED IN OR THROUGH COMPANY PRODUCTS AND ALL SERVICES, PRODUCTS AND MATERIALS PROVIDED TO OR THROUGH COMPANY PRODUCTS.

  USER UNDERSTANDS AND AGREES THAT THERE IS NO GUARANTEE THAT COMPANY PRODUCTS WILL FUNCTION AS INTENDED, THAT ALL THE FUNCTIONALITY OR ANY FUNCTIONALITY WILL BE OPERATIONAL AT ALL TIMES. COMPANY DISCLAIMS ANY LIABILITY FOR DOWNTIME, OPERATIONAL ERRORS, LOSS OF DATA, DELIVERY ERRORS, TRANSMISSION LOSSES OR LACK OF SERVICE.  COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR VALIDITY OF ANY SERVICES, INFORMATION OR DATA, INCLUDING THE CORRECTNESS OR APPLICABILITY OF ANY FUNCTION, DATA OR CALCULATION, CONTAINED IN OR PROVIDED BY COMPANY PRODUCTS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT COMPANY PRODUCTS, WILL ALWAYS OR EVER BE OPERATIONALLY OR FUNCTIONALLY AVAILABLE AND USER ACKNOWLEDGES SUCH.

  WITHOUT LIMITING THE FOREGOING, COMPANY AND COMPANY PERSONS, DO NOT WARRANT THAT THE CONTENT ON COMPANY PRODUCTS IS ACCURATE, RELIABLE OR CORRECT; THAT COMPANY PRODUCTS WILL MEET YOUR REQUIREMENTS; THAT COMPANY PRODUCTS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT COMPANY PRODUCTS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  COMPANY DOES NOT WARRANT THAT COMPANY PRODUCTS AND ANY SERVICES WILL BE FREE FROM INTERRUPTIONS, ERRORS OR BUGS, OR HARMFUL OR DANGEROUS CODE.

  THE PARTIES ALSO AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) AS ENACTED IN ANY STATE SHALL NOT APPLY TO THIS EULA AND TO THE MAXIMUM EXTENT PERMITTED BY LAW UCITA IS HEREBY EXCLUDED IN ITS ENTIRETY FROM APPLICATION TO THIS EULA AND TCU.

  COMPANY PRODUCTS, SOFTWARE AND SERVICES ARE NOT SUITABLE FOR USE IN MISSION CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS. COMPANY PRODUCTS AND SERVICES ARE NOT PROVIDED AND SHOULD NOT BE RELIED UPON BY USER AS A SUBSTITUTE FOR USER’S PRECAUTION AND JUDGMENT.

  ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

  COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH COMPANY OR THROUGH COMPANY PRODUCTS OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

• LIMITATION OF LIABILITY.

  EXCEPT AS SPECIFICALLY PROVIDED HEREIN AND TO EXTENT ALLOWABLE UNDER THE LAW, USER AGREES TO WAIVE, AND NEITHER COMPANY PERSONS NOR UO PERSONS SHALL BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY CLAIM, DEMAND, ACTION, EXPENSES, COSTS, EXPENSE OR DAMAGES, ARISING FROM OR RELATING TO, (i) THE USER’S USE OF OR ACCESS TO COMPANY PRODUCTS (ii), ANY PERSONAL INJURY OR PROPERTY DAMAGE SUFFERED BY USER WHILE USING COMPANY PRODUCTS INCLUDING BUT NOT LIMITED TO DOWNLOADING, USE, ONLINE ACCESS TO USER’S APPLICATIONS, ONLINE OR IN-PERSON COUNSELING, CRIME REPORTING, CONNECTIVITY, DISTRESS MESSAGING, AND EXPECTATIONS OF THIS APPLICATION; OR ANY (III) PERFORMANCE OF, FAILURE TO PERFORM BY COMPANY PERSONS, UO PERSONS OR ANY OTHER PERSONS; OR AVAILABILITY OR UNAVAILABILITY OF COMPANY PRODUCT.  (IV) THE CONSEQUENCES OF USING COMPANY PRODUCTS OR THE FAILURE OF COMPANY PRODUCTS TO PRODUCE ANY INTENDED BENEFIT.

  YOU HEREBY IRREVOCABLY RELEASE COMPANY PERSONS AND UO PERSONS FROM ANY LIABILITY OF ANY KIND, FOR ANY CONSEQUENSE ARISING FROM USE OF COMPANY PRODUCTS INCLUDING ANY LOSS, DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO PHYSICAL, MENTAL, EMOTIONAL OR FINANCIAL.

  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND COMPANY PERSONS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. COMPANY’S TOTAL LIABILITY TO USER UNDER THIS EULA SHALL BE LIMITED. IN NO EVENT SHALL COMPANY AND/OR COMPANY PERSONS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE UNUSED PORTION OF THE FEES PREPAID BY USER TO COMPANY AT THE TIME OF SUCH CLAIM OR US $100 (ONE HUNDRED US DOLLARS), WHICHEVER IS GREATER.

  THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

• Indemnification.

  User agrees to indemnify and hold Company Persons and UO Persons harmless from any and all claims, losses, demands, fines penalties, costs, and expenses including reasonable attorney fees and court costs, made by any third party due to or arising out of User’s violation of any rights of another made by or on behalf of User or any third party in connection with or arising out of User’s download, access, and/or use of Company Products, including any content, product or services provided therein, any information transmitted during User’s use of Company Products, User’s violation of any term or condition of the Terms and Conditions of Use, User’s breach of any of the representations and warranties herein, and your violation of applicable laws or any rights of another person or entity.

  User also agrees to defend, indemnify and hold harmless Company Persons and UO Persons, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) User’s use of and access to the Service, including any data or content transmitted or received by User; (ii) User’s violation of any term of this EULA, including without limitation breach of any of the representations and warranties above; (iii) User’s violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) User’s violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of User’s content (User Content) or any that is submitted via User’s account; or (vi) any other party’s access and use of the Company Products with User’s unique username, password or other appropriate security code.

• Termination. This EULA may be terminated immediately if User breaches any term of this EULA. Company may terminate this EULA at any time or restrict or prevent User from accessing or using Company Products at any time, for any reason or no reason at all, in Company`s sole and absolute discretion, without providing any notice whatsoever to User. Company may also temporarily suspend the services, in whole or in part, where required by law, in the case of security violations or threats, for service maintenance or repair, or for any other reasons deemed necessary or desirable by Company. Company may also terminate this EULA and associated license in the event that the corresponding OLA with UO is terminated. User may terminate this EULA at any time by notifying Company in writing. Upon termination of this EULA, the license granted herein to User and User`s access to Company Products shall immediately cease and User shall immediately cease all use of Company Products and remove all copies of Company Products and any related code from all computers and other electronic devices.
• Consent to Use of Information. By using Company Products, User explicitly consents to Company`s use of any personally identifiable information about User collected by Company or that User provides to Company, in accordance PP
• Compliance with Import and Export Laws and Regulations:[The entire compliance section, formatted as a nested unordered list]
• Assignment. User may not assign or transfer this EULA-TCU or any rights or licenses granted to User under EULA-TCU without Company`s prior written consent. Any attempted transfer or assignment in violation hereof shall be null and void. Company may assign this EULA without restriction at any time in its sole discretion.
• Force Majeure. Neither party will be liable for failure to perform or delay in performance of any obligation under EULA-TCU if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party.
• Attorney`s Fees. In any action or proceeding between the parties concerning EULA- TCU-PP or their enforcement, the prevailing party in such action or proceeding shall be entitled to collect in such action or proceeding from the non-prevailing party all costs of such action or proceeding incurred by such prevailing party, including, but not limited to, reasonable attorney`s fees and costs, through all levels of proceedings.
• Governing Law; Jurisdiction and Venue.

  EULA-TCU-PP shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.  If either party institutes any lawsuit or other action or proceeding pertaining to EULA-TCU- PP, any right or obligation of any party hereunder, or any breach of EULA-TCU, then the sole and exclusive venue and jurisdiction for filing and maintaining any such lawsuit or other action or proceeding shall be in the Courts sitting in Fairfax County, Virginia and each of the parties waives the right to institute or maintain any such suit, action or proceeding in any other courts or forums whatsoever.  By using Company Products, User consents and submits itself to the personal jurisdiction of such court.

  You agree that: (i) Company Products shall be deemed solely based in the Commonwealth of Virginia; and (ii) Company Products shall be deemed a passive one that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than Commonwealth of Virginia. This EULA shall be governed by the internal substantive laws of the Commonwealth of Virginia, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in the Commonwealth of Virginia for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

• Arbitration:For any dispute with Company, you agree to first contact us at Company Legal Contact, and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve Claims by binding arbitration by AAA under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Fairfax, Virginia, unless you and Company agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
• Injunctive Relief. User agrees that in the event of a breach by User of any provision of EULA-TCU, Company shall be entitled to seek and obtain injunctive or other equitable relief, or both, in each case without the requirement to post any bond or other form of security, and without such act constituting an election of remedies or disentitling Company to each and every remedy available at law or in equity for a breach of EULA-TCU by User.
• Notification Procedures and Changes to the EULA-TCU-PP.[The entire notification procedures section, formatted as a nested unordered list]
• Entire EULA-TCU-PP/Severability. EULA-TCU-PP, together with any amendments and any additional agreements you may enter into with Company in connection with the Service, shall constitute the entire agreement between you and Company concerning the Service. If any provision of this EULA-TCU-PP is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of EULA-TCU-PP, which shall remain in full force and effect to the full extent permitted by law.
• Waiver. Waiver of any term of this EULA shall not be deemed a further or continuing waiver of such term or any other term, and Company`s failure to assert any right or provision under this EULA shall not constitute a waiver of such right or provision.
• No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall failure of any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
• Contact. Please contact us at Company Legal Contact with any questions regarding EULA-TCU-PP.
• Entire EULA. This EULA contains the entire EULA between Company and User with respect to the subject matter hereof and supersedes and replaces any prior license agreements between the parties with respect to such subject matter.