THIS SAAS AND HARDWARE AGREEMENT (this “Agreement”), effective as of the date the Customer submits this form (“Effective Date”) is entered into by and between Webguard Pro LLC, a New York entity maintaining a principal place of business at 8 Wayne Avenue, Suffern, NY 10901 (“Company”), and the Customer identified in the signup form (the “Customer”) (Company and Customer each a “Party” and collectively the “Parties”). This Agreement incorporates the terms of the proposal presented to Company on or about the Effective Date (the “Proposal”).
WITNESSETH:
WHEREAS, Webguard is in the business of selling internet routers with pre-installed proprietary software that enables licensed users to filter internet access to those connected to the Wi-Fi in the location(s) where such routers are installed; and
WHEREAS, Customer desires to purchase the Hardware and access the Software for use in internet filtering under the terms and conditions of this Agreement
NOW, THEREFORE, in consideration of the mutual promises and other consideration contained in this Agreement, the delivery and sufficiency of which is acknowledged, the parties agree as follows:
1. Definitions.
1.1 “Hardware” refers to the router device and any accompanying physical components, including but not limited to cables, power supplies, and accessories, which are sold by the Company to the Customer.
1.2 “Software” refers to the pre-installed software that enables internet filtering functionality on the Hardware, including any updates, upgrades, or new releases provided as part of the SaaS offering.
1.3 “Subscription Services” refers to the internet filtering services, ongoing maintenance, updates, and customer support provided via the Software. The specific features, functionalities, and access levels of the software service that the customer is entitled to receive will be based on their subscription plan as indicated in the Proposal.
1.4 “Subscription Fee” refers to the recurring fees due for the access and use of the Software and Subscription Services, as specified in the Proposal.
1.5 “Customer Data” refers to any data, information, or content that the Customer may input, upload, or transmit through the Software or Hardware.
2. Grant of License and Usage Rights.
2.1 License Grant: Subject to the terms and conditions of this Agreement, the Company grants the Customer a non-exclusive, non-transferable license to use the Software pre-installed on the Hardware for internet filtering purposes as described in the Proposal.
2.2 Usage Restrictions: The Customer shall not (i) reverse engineer, decompile, or disassemble the Software; (ii) sublicense, rent, lease, or otherwise transfer the rights to the Software or Hardware to any third party; (iii) use the Software for any illegal or unauthorized purposes, including but not limited to circumventing internet filtering mechanisms; or (iv) remove or alter any proprietary notices or labels on the Hardware or Software.
3. Hardware and Software Ownership.
3.1 Ownership of Hardware: The Company retains full ownership of all intellectual property rights in the Hardware, including any firmware, unless specifically stated otherwise. Upon purchase, the Customer obtains a limited right to use the Hardware as provided in this Agreement.
3.2 Ownership of Software: The Company retains all intellectual property rights to the Software, including any updates, modifications, or improvements to the Software. The Customer’s rights to use the Software are granted solely as a license under this Agreement.
4. Subscription Fees and Payment Terms.
4.1 Hardware Fees: The Customer shall be responsible for the cost of the Hardware, the cost of which is indicated in the Proposal.
4.2 Subscription Fees: The Customer agrees to pay the Subscription Fee for access to the Software and Subscription Services. The fees are based on the pricing outlined in the Pricing Schedule attached to this Agreement.
4.3 Payment Terms: Subscription Fees will be billed on an annual basis, in advance, and are due upon receipt of an invoice with the first year’s Subscription Fee being due on the Effective Date. Payments are to be made by the methods specified by the Company. If the Effective Date is other than on the first of a calendar month, Company will invoice Customer for such partial month, in addition to the first year’s subscription Fees. Notwithstanding the foregoing, in the event that Customer does not renew the terms of this Agreement, Customer shall not be entitled to a refund for any partial month at the end of the Term.
4.4 Late Payments: If the Customer fails to make payment within five (5) days of the due date, the Company may suspend access to the Software and Subscription Services until payment is received.
4.5 Price Changes: The Company may adjust the Subscription Fees by providing the Customer with at least 15 days’ notice prior to the end of the then-current Term.
5. Term and Termination.
5.1 Term: This Agreement shall commence on the Effective Date and remain in effect for an initial term of one (1) year, unless terminated earlier as provided herein.
5.2 Termination by Customer: The Customer may terminate this Agreement at any time by providing 30 days’ written notice to the Company. If terminated before the end of the Subscription Period, no refunds will be issued for any prepaid fees.
5.3 Termination by Company: The Company may terminate this Agreement immediately if the Customer breaches any material provision of this Agreement, including failure to pay Subscription Fees or misuse of the Software or Hardware.
5.4 Effect of Termination: Upon termination of this Agreement, the Customer must immediately cease using the Hardware and Software, return the Hardware to the Company (if applicable), and destroy any copies of the Software in their possession.
6. Customer Obligations.
6.1 Proper Use of Hardware and Software: The Customer agrees to use the Hardware and Software in compliance with all applicable laws, including internet usage regulations and data privacy laws.
6.2 Security: The Customer is responsible for securing the Hardware, Software, and any associated accounts from unauthorized access. The Company shall not be liable for any loss or damage arising from the Customer’s failure to secure the device or software.
6.3 Data Accuracy: The Customer agrees to maintain accurate and up-to-date information when using the Subscription Services.
7. Confidentiality and Privacy.
7.1 Confidential Information: Both parties agree to treat any confidential information disclosed during the term of this Agreement as confidential and not disclose it to third parties except as required by law.
7.2 Data Privacy: The Company will handle any personal data provided by the Customer in accordance with applicable data protection laws and the Company’s Privacy Policy. The Privacy Policy is incorporated by reference into this Agreement.
8. Exclusion of Consequential, Indirect, and Special Damages.
8.1 To the fullest extent permitted by applicable law, Company and its affiliates, employees, officers, directors, agents, suppliers, and subcontractors shall not be liable to Customer or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with this Agreement, the use or inability to use the Subscription Services including but not limited to loss of profits, business, revenue, goodwill, data, or any other economic loss, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Company has been advised of the possibility of such damages.
8.2 In no event shall the total cumulative liability of Company, its affiliates, employees, officers, directors, agents, suppliers, or subcontractors under or in connection with this Agreement exceed the total amount paid by the Customer to Company for the SaaS Services in the six (6) months immediately preceding the event giving rise to the claim. If no amounts have been paid by the Customer to Company during such period, the maximum liability shall be limited to $0.
8.3 Company shall not be liable for any damages, losses, or issues resulting from third-party services, software, applications, or platforms that the Customer uses in conjunction with the SaaS Services, including but not limited to any third-party integrations, APIs, or hardware.
8.4 The Subscription Services are provided “as-is” and “as available,” and Company makes no representations or warranties of any kind, express or implied, regarding the SaaS Services, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that the Subscription Services will be uninterrupted, error-free, or free from defects, viruses, or other harmful components, or that defects will be corrected. The Customer acknowledges that Company cannot guarantee that the operation of the SaaS Services will be continuous or error-free.
Indemnification. The Customer agrees to indemnify, defend, and hold harmless the Company from any claims, damages, liabilities, or expenses (including attorney’s fees) arising from the Customer’s use or misuse of the Hardware or Software, or any violation of this Agreement or applicable law.
9. Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement, except for payment obligations, caused by circumstances beyond its reasonable control, including but not limited to acts of God, fire, earthquake, flood, storm, war, terrorism, civil disturbance, labor disputes, power outages, telecommunication or internet failure, governmental actions, pandemics, or any other events beyond the reasonable control of the affected party (a “Force Majeure Event”). In such case, the performance of the affected party’s obligations shall be excused for the duration of the Force Majeure Event.
10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which together shall constitute one and the same agreement.
11. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all other previous agreements and understandings between the parties with respect to the subject matter of this Agreement. There are no other agreements or understandings, written or oral, between the Parties regarding the subject matter of this Agreement. This Agreement may only be modified or amended by a written document executed by both parties to this Agreement.
12. No Waiver/Severability. No failure or delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
13. Governing Law. This Agreement shall be constructed and enforced in accordance with the laws of the State of New York, without giving effect to its conflict of laws principles. Any legal suit, action or proceeding relating to this Agreement must be instituted in the federal or state courts located in New York County, New York. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties’ duly authorized officers as of the Effective Date first set forth above.
