KAMIND Guard+ Subscription Agreement

1. Using Guard+ Services

a. We give you access to use Guard+ Services with your Office 365 and Azure Subscription. We’re licensing the software to you, not selling it.

b. You can only use the product as per this agreement. You can’t reverse engineer or bypass any technical limitations or billing mechanisms in the product. You can’t rent, lease, lend, resell, transfer, or host the product for third parties unless allowed by this agreement.

c. You manage access for End Users and are responsible for their use of the product.

d. You’re responsible for all Customer Data content. You need to have all necessary rights for us to deliver Guard+ Services without infringing any third party rights. KAMIND doesn’t have any obligations regarding Customer Data or your use of the product beyond what’s stated in this agreement.

e. You need to keep your authentication credentials confidential. If there’s any misuse of your accounts or a security incident related to Guard+ Services, you need to notify our customer support team immediately.

f. Guard+ is a copyrighted service registered with the Unites States Patent and trademark Office. Your rights to use this product is governed by this agreement. If you do not have an active paid subscription, you no longer have a license or an oral or implied use to use the Guard+ or derivative works.

2. Microsoft CPOR Acknowledgement

a. Guard+ offers you the ability to access Microsoft’s security information and usage data for Office 365.

b. KAMIND submits a CPOR (Consummation Partner of Record) to offset the service cost of your Guard+ subscription. This is a free service from Microsoft.

c. You agree to approve all Microsoft CPOR requests related to the usage of Guard+.

3. Buying Services

a. Subscription offers. The Guard+ portal lists details for available subscriptions, which can be:

(i) Commitment Offering: You agree to buy a certain amount of Guard+ Services for a set term and pay upfront or periodically before use.

(ii) Limited Offering: You get a limited amount of Guard+ Services for a limited time for free as part of another KAMIND service (like Fortress or Fortress-G). Some parts of this agreement may not apply and are subject to the parent KAMIND service.

b. Ordering:

(i) When you order or renew a subscription, you agree to its Offer Details. Unless otherwise stated, Guard+ Services are offered as available.

(ii) You can order on behalf of another organization under this agreement. Both you and the third parties will be bound by this agreement, and you agree to be responsible for any actions of third parties related to their use of the products.

c. Pricing and payment: You must pay according to your subscription’s Offer Details. Guard+ is consumption-based, so its pricing can change anytime based on the services used. The price given at purchase is an estimate and may change based on additional services added to the Guard+ services assessment.

d. Renewal: Your subscription will automatically renew for another twelve-month term until you terminate it as per section 3.

e. Taxes: Unless stated otherwise, prices don’t include taxes. You’re responsible for any applicable taxes, fees, charges, surcharges, or other amounts owed under this agreement that we’re allowed to collect from you by law. You’re also responsible for any stamp taxes and all other taxes that you’re legally required to pay, including any taxes that arise when distributing or providing Products to third parties.

Duration, ending and suspension

a. Agreement duration and ending: This agreement lasts until your subscription expires, ends, or is renewed, whichever comes first.

b. Ending subscription in first 30 days: You can end a subscription anytime during the first 30 days of the subscription term. However, you must pay all amounts due before the termination is effective.

c. Subscriptions ended after 30 days: If you end a KAMIND Guard+ Services subscription after 30 days from when the subscription started or was renewed, no refunds will be given, and you must pay for the rest of the terminated subscription.

d. Suspension: We can suspend your use of Guard+ Services if needed to prevent unauthorized access to Customer Data; if you don’t respond to a claim of alleged infringement under Section 5 within a reasonable time; if you don’t make payments due under this agreement; if you don’t follow the Acceptable Use Policy or violate other terms of this agreement; or if your subscription becomes inactive due to your failure to access the Guard+ Services as outlined in the Offer Details.

5. Warranties

a. Limited warranty:

(i) Guard+ Services: We guarantee that Guard+ Services will meet the terms of the SLA during the term. If we don’t meet this guarantee, your only remedies are those in the SLA.

(ii) Software: We guarantee during the current subscription period from when you first use the software in the latest subscription period that it will work substantially as described in the user documentation. If the software doesn’t meet this guarantee, we will either return the price paid for the software or repair or replace the software.

b. Limited warranty exclusions: This limited guarantee doesn’t apply to:

(i) any implied warranties, guarantees or conditions that can’t be disclaimed by law will last one year(12 months) from the start of the limited warranty;

(ii) problems caused by accident, misuse, or use of the products in a way that’s inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our control.

(iii) problems caused by not meeting minimum system requirements; and (iv) Previews or Limited Offerings.

c. DISCLAIMER: Apart from this warranty, we don’t provide any other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply unless applicable law doesn’t allow them.

6. Defense against claims

a. Defense:

(i) We will defend you against any claims by an unaffiliated third party that a product infringes their patent, copyright, or trademark or unlawfully uses their trade secret.

(ii) You will defend us against any claims by an unaffiliated third party that (1) any Customer Data, Customer Solution, or Non-KAMIND Products, or services you provide in using a product infringe the third party’s patent, copyright, or trademark or unlawfully use its trade secret; or (2) result from violating the Acceptable Use Policy.

b. Limitations: Our responsibilities in Section 5.a. don’t apply to a claim or award based on: (i) any Customer Solution, Customer Data, Non-KAMIND Products, changes you make to the product, or services or materials you provide when using the product; (ii) your combination of the product with Customer Data or a Non-KAMIND Product, data, or business process; (iii) your use of a KAMIND trademark without our written consent, or your use of the product after we tell you to stop because of a third-party claim; (iv) your redistribution of the product to an unaffiliated third party; or (v) products provided for free.

c. Remedies: If we reasonably believe a claim under Section 5.a.(i). might stop your use of the product, we will try to: (i) get the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and tell you to stop using the previous version of the product. If these options aren’t reasonable, we may end your rights to use the product and refund any advance payments for unused subscription rights.

d. Obligations: Each party must tell the other about a claim under this section as soon as possible. The party seeking protection must (i) let the other control the defense and settlement of the claim; and (ii) help reasonably in defending the claim. The party providing protection will (1) pay back the other for reasonable expenses it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties’ rights to defense and payment of judgments under this Section 5 replace any common law or statutory indemnification rights, and each party gives up such common law or statutory rights.

7. Liability Limits

a. Limitation: Each party’s total liability for all claims under this agreement is limited to direct damages up to the amount paid for the Guard+ Service in the 2 months before the cause of action arose. However, a party’s total liability for any Guard+ Service will not exceed the amount paid for that service during the subscription. For free products, KAMIND’s liability is limited to direct damages up to $1,000.00 USD.

b. EXCLUSION: Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if they knew these were possible or reasonably foreseeable. c. Exceptions to limitations: The liability limits in this section apply to the fullest extent allowed by law, but don’t apply to: (1) the parties’ obligations under Section 5; or (2) violation of the other’s intellectual property rights.

8. Miscellaneous

a. Notices: Notices must be in writing and are considered delivered when received at the address, shown on the return receipt, email transmission date, or courier or fax confirmation of delivery. Notices to KAMIND should be sent to:

KAMIND IT Corporation
Guard+ Licensing
2373 NW 185th Ave, Ste 416
Hillsboro, Or 97124 USA

Notices to you will be sent to the address you provided when registering your Guard+ account. KAMIND may also send notices and other information to you by email or other electronic form.

b. License Transfers and Assignment: You can’t assign this agreement or transfer licenses without KAMIND’s consent.

c. Severability: If any part of this agreement is found unenforceable, the rest of the agreement still applies.

d. Waiver: Not enforcing any part of this agreement doesn’t mean it’s waived.

e. No agency: This agreement doesn’t create an agency, partnership, or joint venture.

f. No third-party beneficiaries: There are no third-party beneficiaries to this agreement.

g. Applicable law and venue: This agreement is governed by Oregon law, excluding its conflict of laws principles. Any action to enforce this agreement must be initiated in Clackamas County, State of Oregon. This choice of jurisdiction doesn’t prevent either party from seeking injunctive relief in any appropriate jurisdiction for a violation of intellectual property rights.

h. Entire agreement: This agreement is the complete agreement on its subject matter and replaces any prior or concurrent communications. j. Survival: The terms in Sections 1, 3.c., 3.e., 5, 6, 7, and 8 will continue after termination or expiration of this agreement.

i. U.S. export jurisdiction: Guard+ is subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.

j. Force majeure: Neither party will be held responsible for any failure in performance due to causes beyond their reasonable control.

k. Contracting authority: If you’re an individual agreeing to these terms on behalf of an organization, you’re saying that you have the legal authority to bind that organization to this agreement.

l. Government customers: Government customers should consult with KAMIND before accepting this agreement. By accepting this agreement, you represent that you have complied and will continue to comply with all applicable laws and governmental procurement requirements.