END USER LICENSE AGREEMENT
Effective Date: February 1, 2026
This End User License Agreement (“EULA”) between Digital Bodyguard, LLC (“Licensor”) and You, the End User (“User”), governs and sets out the terms applicable to your use (“Terms of Use”) of the Digital Bodyguard software and services (the “DB Technology”), including any Service-Specific Terms that may apply to the DB Technology, and all manuals, technical instructions, and any other materials provided by Licensor by in printed, electronic, or other form, that describe the DB Technology or its use or specifications (the “Documentation”). Your use of the DB Technology is subject to the applicable Master Subscription Agreement (“MSA”) between Licensor and its customer (“Licensee”) under which you are accessing and using the DB Technology.
PLEASE READ THESE TERMS OF USE CAREFULLY, THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS. THESE TERMS OF USE ARE AN AGREEMENT BETWEEN YOU AND US UNDER WHICH YOU MAY ACCESS OR USE THE DB TECHNOLOGY.
BY CHECKING THE “ACCEPT” BOX OR OTHERWISE AGREEING TO THESE TERMS OF USE AND ACCESSING OR USING THE DB TECHNOLOGY YOU: (A) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE DB TECHNOLOGY; (B) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM, INCLUDING THE DISCLAIMER OF LIABILITY AND INDEMNIFICATION PROVISIONS, AND THE WAIVER OF YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION; AND (C) ACKNOWLEDGE AND AGREE THAT YOU ARE AND WILL REMAIN AT ALL TIMES RESPONSIBLE FOR ANY AND ALL ACCESS AND/OR USE OF THE DB TECHNOLOGY THAT OCCURS USING YOUR DB TECHNOLOGY ACCOUNT, WHETHER AUTHORIZED OR NOT.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CHECK THE “ACCEPT” BOX AND YOU WILL HAVE NO RIGHT TO, AND MUST NOT ACCESS OR USE, THE DB TECHNOLOGY.
- License Grant. Subject to your full compliance with all Terms of Use, and payment of the agreed-upon fees, Licensor hereby grants you a non-exclusive, non-transferable, non- sublicensable, license to use the DB Technology made available to you through Licensor’s online platform, solely in accordance with the Documentation. The foregoing license is subject to the terms and conditions set forth in the MSA, and applies only to the limited purposes described therein.
- Intellectual Property Rights. You acknowledge that the DB Technology is provided under this EULA subject to the Terms of Use, and that the DB Technology is not sold to you. You do not acquire any ownership interest in the DB Technology under this EULA, or any other rights to the DB Technology other than to use the DB Technology in accordance with the license granted under this EULA, subject to all Terms of Use contained herein. Licensor reserves and shall retain its entire right, title, and interest in and to the DB Technology and all intellectual property rights arising out of or relating to the DB Technology, subject to the license expressly granted to the Licensee in the MSA. You shall safeguard all DB Technology and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
- Confidentiality. You acknowledge and agree that in connection with your access to, or use of, the DB Technology, you may acquire or otherwise have access to information about Licensor, their business activities and operations, their technical information and their trade secrets, all of which, including the content of the MSA and any Service-Specific Terms, are proprietary and confidential (the “Confidential Information”). You agree that: (A) all Confidential Information will remain the exclusive property of Licensor; (B) you will maintain the confidentiality and secrecy of Confidential Information; (C) you will not copy, publish, disclose or otherwise use (other than as expressly permitted in the MSA) any Confidential Information; and (D) you will return or destroy all copies of Confidential Information upon request of Licensor (except to the extent such Confidential Information must be retained to comply with a legal requirement). You acknowledge that your breach of confidentiality obligations in this Section 3 may cause substantial harm to Licensor that could not be remedied by payment of damages alone. Accordingly, notwithstanding anything herein to the contrary, Licensor will be entitled to seek, in any court of competent jurisdiction, injunctive relief and other equitable relief for any such breach, without any requirement to post bond.
- User Accounts. You represent and warrant that all information you provide in connection with the creation of an account to access the DB Technology will be accurate and complete, and that you will keep all account information up to date. You confirm that you will not share or disclose your access credentials with any third party, and confirm that you will use reasonable means to protect your account information, including by safeguarding password(s) and other login credentials. You agree to promptly notify compliance@digitalbodyguard.ai of any known or suspected unauthorized access to, or use of, your account
- Use Restrictions. Unless expressly agreed in writing by Licensor, Licensee, and/or any User of the DB Technology shall not, directly or indirectly:
- Access or use the DB Technology or Documentation except as set forth in the MSA;
- Copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the DB Technology, in whole or in part;
- Combine the DB Technology or any part thereof with, or incorporate the DB Technology or any part thereof in, any other programs or systems;
- Use any program, procedure, device, or method other than the DB Technology and a web browser to access, use, or otherwise process any data or analyses produced by the DB Technology;
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the DB Technology or any part, feature, or functionality of the DB Technology, for any reason, to any other person or entity;
- Reverse engineer, disassemble, decompile, decrypt, decode, or otherwise attempt to derive or gain access to the source code of the DB Technology or any part thereof;
- Attempt to defeat, modify, remove, disable, circumvent, or otherwise create or implement any workaround to any security devices or features protecting the DB Technology;
- Remove, delete, alter, or obscure any product identification, copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the DB Technology or Documentation, including any copy thereof;
- Share your DB Technology login credentials with any third party;
- Use the DB Technology in violation of any law, regulation, or rule;
- Use the DB Technology or Documentation for purposes of competitive analysis, development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage; or
- Distribute any information about the DB Technology for advertising or promotional purposes.
- License Termination. Licensor may suspend or terminate your license to access and/or use the DB Technology under this EULA at Licensor’s sole discretion, for any reason, or no reason, at any time. Your License to use the DB Technology will terminate immediately on the earlier to occur of either: (A) the expiration or earlier termination of the MSA; (B) your breach the Terms of Use; or (C) the termination of your engagement agreement with Licensee or any other cessation of your authorization by Licensee to use the DB Technology. Notwithstanding the foregoing, Licensor may immediately suspend or terminate your access to the DB Technology with or without providing notice to you prior to termination if you violate, or are suspected of violating, any of the Terms of Use or other provisions set forth in this EULA.
- Processing of Personal Information. You acknowledge and agree to comply with all data privacy and security laws and regulations applicable to personal information (including biometric information) as those terms are defined under applicable laws (“Personal Information”) that may be processed in the course of, or in connection with, your access to and use of the DB Technology. You further represent and warrant that you have (A) provided any required and/or appropriate notices and/or disclosures regarding the collection, use, transfer, storage, and any other processing of Personal Information through the DB Technology to individuals whose Personal Information may be processed in the course of your use of the DB Technology; and (B) obtained appropriate authorizations and/or consents from any individuals whose Personal Information may be processed in the course of, or otherwise in connection with, your use of the DB Technology. Licensor expressly disclaims any and all liability associated with your use of the DB Technology, and you agree to indemnify, defend, and hold harmless Licensor from any and all third party claims related to your use of the DB Technology. Licensor is not responsible for determining whether your use of the DB Technology complies with applicable laws in the jurisdiction(s) in which you reside, or from which you may access or use the DB Technology.
- Compliance with Laws and Regulations. Licensee is solely responsible for determining whether Users’ access to, and use of, the DB Technology is lawful for the intended purposes and in the geographic location(s) where the DB Technology will be deployed. To the extent the DB Technology may be subject to US export control laws, including the US Export Administration Act and its associated regulations, you shall not, directly or indirectly, export, re-export, or release the DB Technology to, or make the DB Technology or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
- Disclaimer of Liability. IN NO EVENT WILL LICENSOR, LICENSEE, OR THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURTY, REPUTATIONAL INJURY, OR LOSS OF PRIVACY) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF, OR INABILITY TO USE, THE DB TECHNOLOGY. USERS ARE PROVIDED ACCESS TO THE DB TECHNOLOGY UNDER THIS EULA PURSUANT TO THE MASTER SUBSCRIPTION AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT INDIVIDUAL USERS HAVE NO RIGHTS UNDER THE MASTER SUBSCRIPTION AGREEMENT, INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY THAT LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OF, OR INABILITY TO USE, THE DB TECHNOLOGY SHALL BE SOLELY TO LICENSEE PURSUANT TO THE MASTER SUBSCRIPTION AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
- Indemnification. You shall indemnify, defend, and hold harmless Licensor and Licensee and their respective affiliates, controlling persons, partners, shareholders, directors, members, principals, officers, and employees (each an “Indemnified Person”) from and against any claims, losses, damages, judgments, assessments, costs, and other liabilities, and will reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel) as they are incurred in the course of investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation arising from, or in connection with, your access to or use of the DB Technology; provided, however, that an Indemnified Person shall not be indemnified for any liability or expenses that may be sustained as a result of that Indemnified Person’s gross negligence, willful misconduct, deceit or fraud. In no event shall you settle any indemnification claim under this Section without each applicable Indemnified Party’s written consent.
- Governing Law and Dispute Resolution. This EULA is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Your use of the DB Technology may also be subject to other local, state, federal, or international laws, which you agree to comply with at all times when accessing or using the DB Technology.
UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO A JURY TRIAL AND YOU AGREE THAT ANY AND ALL DISPUTES (WHETHER BASED IN CONTRACT, STATUTE, TORT, OR ANY OTHER THEORY) ARISING BETWEEN YOU AND LICENSOR IN ANY WAY RELATING TO YOUR USE OF, OR INABILITY TO USE, THE DB TECHNOLOGY WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. ALL CLAIMS MUST BE BROUGHT SOLELY IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR PROCEEDING. - Amendment. Unless otherwise prohibited by applicable law, Licensor reserves the right to amend this EULA and/or any Terms at any time by posting a new or revised EULA and updating the “Effective Date” listed at the top of this page. Notice of such amendment(s) shall be provided on the login screen of the platform 30 days prior to implementation of the amendment(s). By logging into the platform to access and/or use the DB Technology subsequent to the effective date of the amendment(s), User acknowledges and agrees to such amendment(s) and thereby accepts the amended Terms as of the listed effective date.
- Miscellaneous. You may not assign any of your rights, nor delegate any of your obligations, under this EULA without Licensor’s prior written consent, and any purported assignment in violation of this EULA is null and void. No waiver of rights or obligations under this EULA is effective unless it is in writing and signed by Licensor. If any term or provision of these Terms of Use is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Use.
