TERMS OF SERVICE AGREEMENT This Terms of Service Agreement Between Guardian Zone LLC and _________________ (this “Agreement”) is effective by and between Guardian Zone, LLC, a Texas limited liability company whose principal place of business is 4843 Colleyville Blvd, Suite 251-155, Colleyville, TX 76034 (“Vendor”) and _______________________, whose principal place of business is ____________________ (“Customer”). This Agreement is effective as of the ______ day of ______, 2020 (the “Effective Date”). Customer’s use of and Vendor’s provision of Vendor’s System (as defined below in Section 1.6) are governed by this Agreement. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS. 1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. 1. “T&C” means Vendor’s “Venue Terms and Conditions” currently posted at www.guardianzone.com/terms-and-conditions/, which are hereby incorporated into this Agreement by reference. 2. “Customer Data” means data in electronic form input or collected through the System by or from Customer, including without limitation data input or collected by or from Users associated with or present at a Customer Venue and in communication or interacting with the System. 3. “Documentation” means Vendor's standard manual related to use of the System, as well as all other documentation provided to Customer, Users, and any documentation available on Vendor’s System. 4. “Order” means an order from Customer to Vendor for access to the System, executed by both of the following: (a) being communicated in writing in any form from Customer to Vendor with specific reference to the title “Order” and (b) being confirmed in writing in any form from Vendor to Customer by reference to “Confirmation of Order.” 5. “Privacy Policy” means Vendor’s User Privacy Policy, currently posted at www.guardianzone.com/terms-and-conditions/ which is hereby incorporated into this Agreement by reference. 6. “System” means Vendor’s Guardian Zone System including: (1) website at www.guardianzone.com and all affiliated websites owned and operated solely by Guardian Zone (collectively, the “Guardian Zone Site”), (2) safety notification services made available through the Guardian Zone Site, and any Guardian Zone-branded application (each, a “Guardian Zone Application”), and (3) any other services or features made available through the Guardian Zone Site or any Guardian Zone Application. 7. “SLA” means Vendor’s standard Service Level Agreement, attached hereto in Appendix A. 8. “Term” is defined in Section 11.1 below. 9. “User” means any individual or third party who uses the System at a location, place of business, or venue owned, operated, controlled, managed, operated, monitored, or administered by Customer (the preceding, collectively, “Customer Venue”), or on Customer’s behalf, or through Customer’s account or passwords, whether authorized or not. For clarification, “Customer Venue” shall include any location where Customer provides security services or monitors a security system for a third party, at a location, place of business or venue owned, operated, controlled, managed, operated, monitored or administered by the third party, and “User” shall include any individual who uses the System at such a Customer Venue. 2. VENDOR’S GUARDIAN ZONE SYSTEM. 1. Use of the System. During the Term, Customer may access and use the Vendor’s Guardian Zone System (“System”) pursuant to: (a) the terms of any outstanding Order, including such features and functions as the Order requires; and (b) Vendor’s policies posted on its Website at www.guardianzone.com as such policies may be updated from time to time. 2. Service Levels. Vendor shall provide the remedies listed in the SLA for any failure of the System listed in the SLA. Such remedies are Customer’s sole remedy for any failure of the System, and Customer recognizes and agrees that if the SLA does not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the SLA apply to outstanding or future invoices only and shall be forfeit upon termination of this Agreement. Vendor is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation at or following termination of this Agreement. 3. Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the System. 4. System Revisions. Vendor may revise System features and functions or the SLA at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding. 5. Subscription Fees. Customer shall pay to Vendor the fee set forth in each Order (the “Subscription Fee”) for each Term, attached hereto in Appendix B. The Subscription Fee shall be non-refundable and shall not be pro-rated for the term. Vendor is not required to refund the Subscription Fee under any circumstances. 6. Implementation Fees. Customer shall pay to Vendor the fee set forth in each Order (the “Implementation Fee”), attached hereto in Appendix B. The Implementation Fee shall be non-refundable and paid in advance. Where Vendor has ordered equipment or otherwise commenced implementation work to fulfill an Order, Vendor shall not be obligated to refund any portion of the Implementation Fee. 3. CUSTOMER DATA & PRIVACY. 1. Use of Customer Data. Vendor shall possess and make use of Customer Data for any lawful business purpose, and Customer hereby acknowledges and provides express consent for same. Vendor, without limitation, shall possess and use Customer Data to facilitate the System. It shall be an exception to the preceding that Vendor shall not intentionally make disclosure or grant access to Customer Data to any third parties, including without limitation Vendor’s other customers, except where such disclosure or grant of access shall be reasonably related to facilitating the System or a lawful business purpose of Vendor, and where any such third parties are made subject to a reasonable non-disclosure agreement. Notwithstanding the foregoing, Vendor may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Vendor shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense. 2. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third-party website or service linked to the System or recommended or referred through the System or by Vendor’s staff. 3. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Vendor offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties. 4. Data Accuracy. Vendor shall have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users. 5. Data Deletion. Vendor may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more. 6. Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Vendor's computers or other media, any data (“Excluded Data”) regulated pursuant to any applicable federal or state statue or rule (the "Excluded Data Laws"). CUSTOMER RECOGNIZES AND AGREES THAT: (a) VENDOR HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) VENDOR’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA. 7. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 4, Vendor may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.) 4. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS. 1. Guardian Zone Authorized Representative. Customer shall act as Vendor’s authorized representative for providing and administering the System at all Customer Venues where Customer shall provide, monitor, or administer security systems or security system services. For each Customer Venue, administration of the System by Customer shall be performed at all times in a manner consistent with the licensed rights issued by Vendor to Customer, and duties delegated (if any shall be delegated) by Vendor to Customer. 2. Acceptable Use. Customer shall comply with the Terms and Conditions set forth herein. Customer shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System except in accordance with the express written terms of licensed rights issued by Vendor to Customer for identified venue(s); (b) provide System passwords or other log-in information to any third party; (c) share non-public System features or content with any third party except in accordance with the express written terms of licensed rights issued by Vendor to Customer for identified venue(s); or (d) access the System in order to compete with Vendor, to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 4.2, including without limitation by Users, Vendor may suspend Customer’s access to the System without advanced notice, in addition to such other remedies as Vendor may have. Neither this Agreement nor the T&C requires that Vendor take any action against Customer or any User or other third party for violating the T&C, this Section 5.1, or this Agreement, but Vendor is free to take any such action it sees fit. 3. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Vendor immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach. 4. Compliance with Laws. In its use of the System, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data. 5. Users & System Access. Customer is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the T&C or the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer’s account, whether authorized or unauthorized. 6. Customer Disclosures to Venue Operator Regarding Guardian Zone System. Customer shall provide to each Venue Operator which operates or owns an identified venue where Customer provides or operates the System, the following: (a.) the current and effective version of the document titled “Secure America Disclosures to Venue Operator Regarding Guardian Zone System” (the current version being set forth in Exhibit D), as may be updated by Vendor from time to time; and (b.) written notice of the Warranty Disclaimers set forth in Section 7.3 and the Limitation of Liability set forth in Sections 9.1, 9.2 and 9.3. 5. IP & FEEDBACK. A. IP Rights to the System. Vendor retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, intellectual property rights, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright and other laws. B. Feedback. Vendor has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Vendor, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Vendor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Vendor’s products or services.) 6. CONFIDENTIAL INFORMATION. “Confidential Information” refers to the following items Vendor discloses to Customer: (a) any document Vendor marks “Confidential”; (b) any information Vendor orally designates as “Confidential” at the time of disclosure, provided Vendor confirms such designation in writing within (5) business days; (c) the Documentation and the Guardian Zone portal’s login information, portal address, access to the portal, credentials, function, appearance, structure, cost, pricing, number of users, identity of users, any code, and terms of this agreement, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer. Customer is on notice that the Confidential Information may include Vendor’s valuable trade secrets. 1. Nondisclosure. Customer shall not use Confidential Information for any purpose other than to send and/or receive information related to potential security and/or safety concerns related to a property and its immediate surroundings (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without Vendor’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Vendor of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Vendor prompt notice of any such legal or governmental demand and reasonably cooperate with Vendor in any effort to seek a protective order or otherwise to contest such required disclosure, at Vendor’s expense. 2. Injunction. Customer agrees that breach of this Article 7 would cause Vendor irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Vendor will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security. 3. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate one hundred and twenty months (120) after the date of disclosure; provided that such obligations related to Confidential Information constituting Vendor’s trade secrets shall continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Vendor or certify, in writing, the destruction thereof. 4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Vendor will retain all right, title, and interest in and to all Confidential Information. 5. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Recipient is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement: a. Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. b. Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. 7. REPRESENTATIONS & WARRANTIES. 1. From Vendor. Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Vendor’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the warranty in this Section 7.1, Vendor, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 7.1 and for potential or actual intellectual property infringement by the System. 2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law. 3. Warranty Disclaimers. Except to the extent set forth in the T&C and in Section 7.1 above, CUSTOMER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE. 4. Covenant Not to Compete. Customer agrees that at no time during the term of their contract with Vendor that they will engage in any business activity which is competitive with the Vendor nor work for any company which competes with the Vendor. 8. INDEMNIFICATION. Customer shall defend, indemnify, and hold harmless Vendor and the Vendor Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos, or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Vendor’s negligence. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Vendor Associates” are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.) 9. LIMITATION OF LIABILITY. 1. Dollar Cap. VENDOR’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED any actual amounts paid by the Customer to Vendor during the term. 2. Exclusion of Consequential Damages. IN NO EVENT WILL VENDOR BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. 3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 10, Vendor’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Vendor’s liability limits and other rights set forth in this Article 10 apply likewise to Vendor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives. 10. Term & Termination. 1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for a period of twelve (12) months. Contract will automatically renew for an additional period of 12 months for three (3) consecutive years unless customer or vendor provides written notice of termination sixty (60) business days prior to the end of the twelve (12) month period. Customer may terminate this Agreement after (12) months without penalty by providing written notice thirty (30) or more days before the end of the period with the intention to terminate. 2. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice, effective as of 60 days from the receipt of notice of said material breach, unless the other party first cures such breach. 3. Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose. 11. MISCELLANEOUS. 1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Vendor employee or contractor will be an employee of Customer. 2. Notices. Vendor may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 72 hours after they are sent. Customer may send notices pursuant to this Agreement to Info@guardianzone.com, and such notices will be deemed received 72 hours after they are sent. 3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control. 4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Vendor’s express written consent. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns. Should Customer leave the current facility and no longer play a majority of its events at the facility, this agreement shall be terminated. 5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. 7. Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of Texas, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Travis county, Texas. This Section 12.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims. 8. Conflicts. In the event of any conflict between this Agreement and any Vendor policy posted online, including without limitation the T&C or Privacy Policy, the terms of this Agreement will govern. 9. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship. 10. Technology Export. Customer shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Vendor or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria). 11. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed in its name and on its behalf. Guardian Zone, LLC Company Name: Signature: ________________________ Signature: _________________________ By: By: Title: Title: Date: ____________________________ Date: _____________________________ APPENDIX A GUARDIAN ZONE STANDARD SERVICE LEVEL AGREEMENT (SLA) I. Guardian Zone LLC shall operate, facilitate and provide, and Venue Customer shall have authorization to access and make use of, the Guardian Zone System including Venue Customer Standard Features and any other venue features that may be provided pursuant to any Order, via the Venue Customer Standard Portal and any other venue interface that may be provided pursuant to any completed Order. The Guardian Zone System shall include: (1) website at www.guardianzone.com and all affiliated websites owned and operated solely by Guardian Zone (collectively, the “Guardian Zone Site”), (2) safety notification services made available through the Guardian Zone Site, and any Guardian Zone-branded application (each, a “Guardian Zone Application”), (3) access to the Guardian Zone customer portal, (4) use of the Guardian Zone trademark with respect to the subscribed venue, and (5) any other services or features made available through the Guardian Zone Site or any Guardian Zone Application. II. Guardian Zone LLC shall provide the Guardian Zone System in accordance with Part (I.) for authorized use by Customer, and for authorized use by End Users in attendance, present or otherwise making use of a Customer Venue, as may be determined and selected by Customer. It shall be an exception to the preceding that Guardian Zone Minimum End User Features shall be authorized and may not be made inactive or inaccessible by Customer. III. Guardian Zone LLC shall provide the Guardian Zone System as set forth in Parts (I.) and (II.) in accordance with each Order that is executed by both: (a) being communicated in writing by Customer to Guardian Zone LLC with reference to the title “Order,” and (b) being subject to communication from Guardian Zone to Customer with reference to the title “Confirmation of Order,” and where payment in full for fulfillment of said Order and Confirmed Order is made by Customer to Guardian Zone LLC on agreed terms. APPENDIX B Overview of Guardian Zone Solution and How It Works I. Guardian Zone Overview Guardian Zone (GZ) combines mass notification security software with personal security functionality. Guardian Zone protected venues have the capability to communicate simultaneously with all smartphones with the GZ app within their designated perimeter. This creates a connection between venue security and their customers when time could mean life or death. Every day smartphones are turned into security devices by using the GZ app and empowering app users to become the eyes and ears of security. Smartphones with the GZ app can initiate contact and alert venue security about potential dangers or threats creating an essential partnership that protects the public. Guardian Zone is a self-empowering security solution that enhances and complements existing security systems in a medium or large setting. The app allows users to be vigilant and quickly act during emergency situations by interfacing with venue security. For managers responsible for security at medium and large venues where people congregate for work, school or leisure who want to extend the range of their security network and speed up their response time, Guardian Zone provides an innovative mobile application that connects any smartphone user within the venue directly to the security team and enables two-way communication during emergencies. Unlike standard mass notification applications, Guardian Zone empowers customers and visitors to a venue to become additional “eyes and ears” who can quickly alert the security team to criminal activity or medical emergencies, enabling faster response time that saves lives. Reducing the notification time to security personnel during emergencies by just a few minutes and improving communications to by-standers can save dozens of lives in a crisis. II. Guardian Zone Architecture & Use The Guardian Zone SaaS model empowers visitors, customers and even staff in a public venue or business to have two-way interaction with security staff. The app is easily downloaded on personal devices and connects to the pre-programmed geo fencing and security portal in the venue or business. With the simple push of a button, users can alert security of an impending situation and receive valuable information back from those in charge. This Guardian Zone network of people with the GZ app on their smartphones extends the venue’s security system and shortens the response time to emergencies. In addition, the data collected by Guardian Zone also aids the investigative work of law enforcement after an incident. • Security managers in a public venues or business install Guardian Zone software that allows them to communicate directly with Guardian Zone users. • GZ users send an alert to security officers when they see suspicious activity, need immediate assistance or need to convey an emergency. • The GZ app automatically alerts the user’s preprogrammed emergency contacts. • Security receives the alert, analyzes the situation, and takes appropriate action. • GPS location and photos from user help security identify the location of the emergency. • Security alerts first responders, alerts GZ enabled smartphones with instructions, and signals all clear with the situation is over. NOTE 1.: The venue or business using the Guardian Zone solution must employ and manage internal and/or third-party security personnel that are trained to handle any situation reported through the GZ app and portal according to the venue’s defined emergency preparedness protocol and procedures. This includes notification to emergency personnel and/or first responders.