User Terms and Conditions Agreement
PwdGuard User Terms and Conditions Agreement (“Agreement”) is entered into by Butcher Capital Management Corp. (BCMC) trading as PwdGuard.com, these identities will be known as (“PwdGuard”).
1)The web sites ( www.PwdGuard.com, and www,PwdGuard.net and any other sites own by BCMC that are linked to the web sites will be known as “PwdEsites”.
2)The PwdEsites Profiles or User logins for “Users” within the PwdEsites will be known as “Customer” in this document.
As used in this Agreement, the words “Customer” shall mean; any person, user or business entity who or which shall use the services of PwdGuard. The Customer does not have the authorization to bind or enter into an agreement on PwdGuard’s behalf.
1)Customer agrees that by accessing PwdEsites and checking the checkbox agreeing to provide by all and in part of PwdGuard Terms and Conditions Agreement (“this agreement”) is fully enforced and is consider it executed online and signed without the need for the actual signatures of both parties.
2) In using or accessing PwdEsites you agree;
1. not to use the web sites or services for fraudulent or illegal purposes;
2. not to "spam" others or "phish" for others' personal information;
3. not to create or use a false identity; (iv) not to disrupt or interfere with the security of, "deeplink", attempt to obtain unauthorized access to or otherwise abuse, the PwdEsites or Marketing Partner or linked websites;
4. not to disrupt or interfere with any other user's enjoyment of the PwdEsites;
5. not to use, frame or utilize framing techniques to enclose any trademarks or other proprietary information;
6. not to use meta tags or any other "hidden text" utilizing a trademark;
7. not to use the PwdEsites in a manner that is defamatory, inaccurate, profane, threatening, invasive of a person's privacy, violates any third party proprietary rights, or is in violation of any law or regulation;
2. FREE SERVCES
1) PwdEsites will provide to the Customer for free the ability to use their Password Manager App called PwdGuard under the following conditions;
1) The Customer must be in good standing with PwdEsites and this agreement.
2) That Customer is using PwdEsites resource in a normal and average way of other users. PwdEsites will be the sole decider of what is normal and average usage. For; example if1000 items and 2000 large pictures taking up a lot storage space than average user. This cases PwdEsites reserves the right to notify the Customer that PwdEsites deems it is above the average normal storage space by other users and PwdEsites has the right to charge them. PwdEsites will notify the Customer 30 days prior to starting to charge for the extra space used.
3. CUSTOMER CONDUCT.
PwdEsites Rules and Restrictions. In connection with your use of PwdGuard Services, you must act responsibly and exercise good judgment. Without limiting the foregoing, you will not:
1) violate any local, state, provincial, national, or other law or regulation, or any order of a court;
2) use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
3) interfere with or damage PwdGuard Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
4) infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
5) use our Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements;
6) "stalk" or harass any other user of our Services or collect or store any information about any other user other than for purposes of transacting as an PwdGuard user;
7) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
8) use automated scripts to collect information or otherwise interact with the PwdGuard Service or the PwdEsite;
9) advocate, encourage, or assist any third party in doing any of the foregoing.
The foregoing is merely a list of examples of prohibited conduct. PwdGuard reserves the right to cancel a Customer account or take other appropriate actions in its sole discretion in response to any inappropriate conduct, or for no reason at all.
4. CUSTOMER CONTENT.
2) Content Restrictions. You are solely responsible for any content that you submit, post or transmit via our Services. You may not post or submit any content that:
1. infringes the copyright, trademark, or other intellectual property rights of any person;
2. is defamatory;
3. contains nudity or sexually explicit content, or is otherwise obscene;
4. may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise;
5. depicts individuals under 18 years of age;
6. depicts or advocates the use of illicit drugs;
7. makes use of offensive language or images;
8. characterizes violence as acceptable, glamorous or desirable; or
9. provides a link to any other websites
3)Data Ownership. Any and all data you have uploaded or fill into Pwdguard App input fields are solely your property and no rights have been granted to PwdEsites to use the information in any way:
1. You may import or export the data at anytime.
2. If you cancel your PwdGuard account after 30 days PwdEsistes will permanently delete your data unless we receive an order from an authorized court not delete that data. In this case when the court allows us to delete the information we will do so;
It is understood by all parties that PwdGuard is under no obligation to post any content from you or anyone else. In addition, we may, in our sole and unfettered discretion, edit, remove, or delete any content that you post or submit.
5. LIMITED SELLING RIGHT
1) Customer must complete in full the User Account Profile in PwdGuard Contact Manager App to be approved to be Marketing Partner and promote PwdGuard Contact services.
2) The Customer must be in good standing and have agreed to all PwdGuard Terms and Conditions of PwdGuard.
6. PWDGUARD SERVICES.
PwdGuard is only providing the ability through PwdEsites for the Customer store password and other information in a secure multiple environments.
i) The Customer holds PwdGuard completely harmless from any claims, awards or representations of the Customer.
ii) Any and all information, claims and representation are by are solely by the Customer.
iii) The Customer agrees to provide by all rules and policies published within the PwdEsites.
iv) The Customer agrees to pay any processing fees charged to PwdGuard published www.pwdguard.com\PwdGuard_pricing.html or on PwdGuard website; www.pwdguard.com
v) The Customers agrees that the primary account holder is 18 or old years of age and they are the authorized party to use the credit card and or ACH to purchase PwdGuard services. Furthermore the Customers agrees that they have authorization from to use Credit Card or Bank Accounts.
7. PAYMENT OF MARKETING PARTNER COMMISSIONS OR DISCOUNTS
1) User hereby accepts the commission’s producers set forth in Marketing Partner Agreement.
8. ACCEPTANCE BY PWDGUARD.
1) The Customers agrees that PwdGuard actually accepts and approves this application and the Customer receives an Email stating they are approved, this agreement is entered into only on a temporary basis and if disapproved not entered into at all.
9. REFUND POLICY.
1) All sales of PwdGuard services are “as is sale” and are final after first 30 days from the purchase date Any written request for a full refund of fees paid to PwdGuard shall be grant as long as it is within 30 days of purchase and the customer is in good standing with PwdGuard Customer my cancel their service anytime. PwdGuard will provide the service to end of said period they purchased. There will not be any pro-rated refunds.
11. TERM OF AGREEMENT.
1) The Customer agrees pursuant to this Agreement shall continue in full force and effect from date the Customer create an account on PwdEsites until the Customer deletes said account on PwdEsites and PwdGuard approves it. PwdGuard has 30 days to approve it and if the Customer does received notification that the account is not approved it is approved.
12. AUTOMATIC RENEWAL OF AGREEMENT.
1) Provided this Agreement has not been terminated, then this Agreement shall automatically renew itself from year to year after the initial first year term, upon thirty (30) days written notice to the Customer. The Customer agrees that, notwithstanding the number of times this Agreement may be renewed, it is not the intention that it be construed as a contract of indefinite duration.
13. THIRD PARTY CONTENT.
1) In using our Services, you may be exposed to content and information from other users or third parties ("Third-Party Content"), either at our Site or through links to third-party websites. We do not control, and shall have no responsibility for, Third-Party Content, including material that may be unlawful, misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You must evaluate the veracity of, and bear all risks associated with your exposure to Third-Party Content.
14. DATA SECURITY & LOSS.
1) PwdGuard will make its best effort to protect the customer’s data from loss, corruption and or hackers through the use SSL Certificate and multi backups and other techniques. The customer agrees to hold PwdGuard harmless from any loss or corruption of their data.
2) PwdGuard and or Customer will not knowingly give, sell and or transfer any of the customer’s data to anybody less without the express written permission of said customer. Except if the customer declares an emergency and directly shares their documents.
15. SHARING DOCUMENT.
1. The Customer agrees they have full right and authorization to upload and share any and all PwdGuard information that has been scanned, picture taken or upload in its native format to their PwdGuard secure servers.
2.The Customer agrees that they full right and authorization to share their documents and who they share the documents with may or may not be a member of the PwdGuard organization network.
3. The customer understand and agrees to hold PwdGuard harmless from any actions that may occur if any one that Customer shares documents with shared with another party that was not authorization to see it.
4. The Customer agrees to any and all parts of HIPAA Laws and any other laws that may apply to uploading, storing and sharing document images about someone over or under the age of 18. In addition Customer authorizes PwdGuard to provide the service if authorization is need.
1) The Customer agrees that its rights and obligations under this Agreement may not be transferred or assigned by the Customer without the written consent of PwdGuard . Any transfer of a controlling interest in Customer shall be considered an assignment. PwdGuard reserves its full rights to transfer or assign this Agreement. This Agreement shall be binding upon and endure to the benefit of the legal representative, successors, and assignments of PwdGuard.
17. COMPLIANCE WITH LAWS.
1) Customer shall comply with all laws and regulations applicable to the PwdGuard with respect to the conduct of business generally. Non- compliance by Customer, its employees or agents shall be considered a default under this Agreement, justifying termination.
18. LIMITED WARRANTY.
1) PwdGuard represents and warrants that PwdGuard services are designed and developed, is involved pursuant to this Agreement, and has been designed and developed with reasonable diligence and skill.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO REPRESENTATIONS OR WARRANTIES BY PWDGUARD, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SOFTWARE OR SERVICE OFFERED BY PWDGUARD THROUGH PWDGUARD PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL PWDGUARD BE LIABLE FOR ANY LOSS OF BUSINESS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT.
19. LIMITATION OF LIABILITY.
1) In the event that PwdGuard is found liable for any act or omission under warranty or otherwise by a court of competent jurisdiction, the parties expressly understand and agree that PwdGuard 's liability to respond in damages shall be limited to the return of any fees that was paid to PwdGuard , and in no event shall PwdGuard be liable for any special, incidental or consequential damages, including but notlimited to loss of revenues and loss of profit, and PwdGuard shall not be liable for any injury or damage to Customer, Customer’s properties, or Customer’s employees, agents or other business invitees in any way related to or arising out of the PwdGuard service, its use or inability to use or its implementation.
1) Customer will indemnify, defend and hold PwdGuard harmless from any and all liabilities, losses, obligations, expenses (including without limitation to attorney’s fees) and costs arising in connection with any lawsuit, proceedings, or other action arising out of the operation of Customer’s business or related to any claim by a third party based, in whole or in part, on Customer’s marketing, selling, reselling, delivery, training, distribution, use, or installation related to the PwdGuard service. The activities of any of Customer’s employees, agents of representatives will be considered activities of the Customer for purposes of this Section. PwdGuard will have the right, but not the obligation, to assume the defense of any such lawsuit, proceeding, or action. PwdGuard and Customer will each give the other prompt notice of any such claim, lawsuit, proceeding or action.
1) The Customer understands and agrees that the Customer’s responsibility for all tax obligationsand must comply with their applicable by law.
22. TITLE AND PROPRIETY RIGHTS.
1) Customer agrees that PwdGuard has and shall retain all proprietary rights including copyright privileges in and to the software, instructions, training manuals, marketing materials, operation procedures, programs, drawings, brochures, literature or any other type of written, printed, or machine readable materials.
23. COVENANTS OF USER/CUSTOMER.
1) For the purpose of protecting the proprietary interest of PwdGuard and for the purpose of setting forth the rights and restrictions relating to acceptance of Customer to sell PwdGuard services as granted in this Agreement, Customer covenants and agrees with PwdGuard as follows:
a) Customer and Customer’s employees and agents shall protect the confidentiality of the PwdGuard service and all information relating to the PwdGuard service, whether provided to Customer by PwdGuard or otherwise; and neither Customer nor any of Customer's employees or agents shall disclose to any person, firm, Customer or corporation any information concerning the manner in which said service or software accomplishes its purpose.
b) Customer agrees that all PwdGuard services and documentation of the service and all written, printed or machine readable materials, programs, drawings, instructions, and training manuals, operation procedures, brochures or literature of any type which Customer may receive from PwdGuard with regard to the service shall remain the property of PwdGuard and Customer understands that such materials are loaned to Customer for the limited purpose of facilitating the promotion and sale of the software licenses by Customer. No such materials or documentation shall be reproduced in whole or in part by Customer for any purpose whatsoever, without the prior written consent of PwdGuard upon the expiration of the term of this Agreement or upon any breach by Customer of any of the terms of this Agreement, whichever occurs first.
c) Customer agrees to promptly report to PwdGuard the existence or apparent existence of any program error or the web site in the PwdGuard service.
d) Customer shall promptly report to PwdGuard in writing upon its discovery of any unauthorized use or infringement of the service.
e) Customer shall not authorize any third party to, modify alter, reverse engineer, disassemble, or decompile any software or web site used with the service.
f) Customer shall provide immediately in writing any changes to the information provided to PwdGuard in the Customer application.
g) Customer agrees that it may be terminated at any time if the Customer breaches this Agreement or engages in any conduct that may be deemed disreputable by PwdGuard .
h) Customer agrees that entering into this Agreement does not violate or breach any other agreements Customer may have with any other person or entity.
24. PROTECTION OF TRADE SECRETS.
1) Customer hereby acknowledges that in connection with this Agreement, PwdGuard may have disclosed certain processes, devices, techniques, plans, methods and know-how which were designed and developed by PwdGuard at great expense and over lengthy periods of time, which are secret, confidential and unique; and which constitute the exclusive property and trade secrets of PwdGuard . PwdGuard may disclose some of its confidential information to Customer for the sole purpose of inducing Customer to become one of PwdGuard 's Rewards Referral Program, PwdGuard Marketing Partnere or any other entity owner in full or part the PwdGuard has customers which is a service offered by PwdGuard In addition, from time to time during the term of this Agreement, PwdGuard may disclose certain processes, devices, techniques, methods, and know-how, designed and developed by PwdGuard, which are secret, confidential, and unique; and which constitute the exclusive property trade secrets of PwdGuard . The Customer, its agents, its successors, personal representatives and assigns shall not, at any time, without the express written consent of PwdGuard, publish, disclose or divulge to any person, firm, or corporation, from directly or indirectly, the aforesaid confidential information and trade secrets. The Customer hereby acknowledges and agrees that in the event of any violation from any court of competent jurisdiction preliminary and permanent in junction relief as well as an equitable accounting of all profits or benefits arising out of such a violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which PwdGuard may be entitled.
25. TRADEMARKS, TRADE NAMES, SERVICE MARKS, and LOGOS.
1) During the term of this Agreement, Customer shall have a limited use of the trademarks, trade names, service marks, and/or logos in connection with Customer’s promotion of the service as a qualified PwdGuard Customer, but only in strict compliance with such license and the policies, instructions and guidelines of PwdGuard, and the failure to do so constitutes a material breach of this Agreement allowing PwdGuard to immediately terminate this Agreement without notice or penalty. This compliance shall include proper display of trademark notices and warnings with each use of trademark or logo (e.g. MyFileit, and 123FileIt , eProperty365 are trademarks or registered trademarks of Butcher Capital Management Corp. in the United States and other countries), and any use of such trademarks or logos shall be subject to prior approval of PwdGuard. Customer acknowledges the exclusive right, title and interest of PwdGuard in and to its trademarks and logos. Nothing contained in this Agreement shall be construed as conveying to Customer any right, title of interest in, or to any of PwdGuard ’s trademarks or logos other than an express right to a permissive use thereof in connection with the promotion of the PwdGuard service.
Customer shall cooperate to the fullest extent possible with PwdGuard or its nominee to take such actions as PwdGuard in its sole discretion, may consider necessary to protect any of its trademarks. Customer shall fully cooperate with PwdGuard maintaining and defending the ownership and validity of each of PwdGuard trademarks against infringement and claims of infringement. Customer will promptly notify PwdGuard of any infringement or unauthorized use of any PwdGuard trademark by any third party, or any assertion by any third party that Customer’s use of any PwdGuard trademark constitutes infringement. PwdGuard shall not be obligated to initiate or defend legal action with respect to any PwdGuard trademark, and Customer shall not initiate or defend any such action itself without PwdGuard's prior written consent; and Customer hereby agrees and warrants that Customer will not incorporate all or any portion of any of PwdGuard ’s trademarks, trade names, service marks, or logos into Customer’s identification, corporate name, or trade names. Upon termination of this Agreement, Customer shall cease to use all trademarks and logos.
26. TERMINATION FOR CAUSE.
1) If either party defaults in the performance of any provision of this Agreement, then the non-defaulting party may terminate this Agreement without prior notice. Without limitation, Customer's failure to provide proper service to customers shall be cause for termination.
2) This Agreement shall terminate, without notice, upon the institution by or against Customer of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Customer's debts, upon Customer's making an assignment for the benefit of creditors, upon Customer's dissolution, or upon the sale, transfer, hypothecation or other disposition of fifty percent (50%) or more of the stock or ownership of Customer.
27. TERMINATION FOR CONVENIENCE.
1) Either PwdGuard or Customer may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the other party.
28. EFFECT OF TERMINATION.
1) Upon termination of this Agreement for any reason, PwdGuard shall not be liable to Customer for, and Customer hereby expressly waives all rights to account rights, compensation, indemnities, or damages of any kind, whether on account of the loss by Customer of present or prospective profits, commissions, anticipated orders, expenditures, investments or commitments made in connection with this Agreement, goodwill created, or on account of any other reason. Upon termination of this Agreement for any reason, Customer shall deliver to PwdGuard, within ten (10) days, the name, address, phone number, and email address of each service customer of Customer.
2) Upon termination of this Agreement for any reason whatsoever, Customer shall immediately pay PwdGuard any and all amounts owed to PwdGuard .
3) If, under any applicable law, Customer is entitled to any compensation upon termination for cause or the expiration of a fixed term of their Customer agreements, this Agreement shall be deemed a contract for a duration of not more than one year, and shall expire upon the expiration of such one year after the initial effective date of this Agreement. To the extent any such compensation is deemed earned as a matter of law, the parties shall retroactively readjust all prices so that the prices charged to the Customer shall be increased by the amount necessary to give such compensation to the Customer as part of the overall pricing and compensation arrangements between the parties, and no additional payments shall be due to Customer from PwdGuard.
29. SURVIVAL OF CERTAIN TERMS.
1) The all provisions shall survive the termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement.
30. CONSTRUCTION OF AGREEMENT.
1) This Agreement shall be governed by and constructed in accordance with the laws of the Commonwealth of Pennsylvania or state of Wyoming. In the event of litigation between the parties, PwdGuard shall have the choice of venue and laws.
1) The Customer and PwdGuard agree that any and all disputes shall be handled in state and county that PwdGuard designates. PwdGuard will decide the jurisdiction and venue of any lawsuit in state and county that PwdGuard designates. Both parties agree to try to find a mutual agreed upon Arbitrator within 60 days of written notification to settle any dispute in accordance with the agreed upon rules of Arbitrator. If the no agreement of arbitrator may file directly with the state and county that PwdGuard designates. Any judgment awarded by the agreed upon Arbitrator may be entered in any court having jurisdiction thereof. Arbitration shall be final and non-appealable.
1) In the event Customer shall fail to keep, observe or perform any of the terms or conditions of this Agreement, in the opinion of PwdGuard, the license provided by this Agreement may be terminated. All of the Customer’s accounts, compensation, and commission will be transferred to PwdGuard. Furthermore, any then pending orders of Customer may be cancelled or transferred.
2) PwdGuard may also be entitled to monetary damages as well as appropriate equitable relief in accordance with the nature of breach. In the event PwdGuard has to collect, by law or through an attorney, any sums owed, shall be entitled to twenty-five (25%) percent of said amount, as attorney's fees, plus costs of court. Failure to enforce any provision or to require that any default hereunder be cured shall not constitute a waiver of rights nor shall it be deemed an implied amendment or modification of this Agreement.
33. FORCE MAJEURE.
1)Nonperformance of either party (except for payment obligations) shall be excused to the extent that performance is rendered impossible by strike, fire, flood, act of God, governmental acts, failure of suppliers or any other reason beyond the reasonable control of the non-performing party.
1) If any provision of this Agreement becomes or is declared by an arbitrator or court of competent jurisdiction to be illegal, unenforceable or void, this Agreement and its remaining terms shall continue in full force and effect without said provision. PwdGuard may offer a substitute provision for negotiation in good faith which upon agreement would become a(n) binding, valid, and enforceable provision.
35. WAIVER OF BREACH.
1) The failure of either party to require the performance of any terms of this Agreement or the waiver of either party of any breach under this Agreement shall not prevent a subsequent enforcement of such term, or be deemed a waiver for any subsequent breach.
36. CONFLICTS WITH PRIOR CUSTOMER AGREEMENT.
1) In the event that the parties to this Agreement have contemporaneously or previously entered into a Customer Agreement with terms inconsistent with this Customer's Agreement, then the terms of this or the most current Customer's Agreement shall control.
1) This Agreement shall not be modified or changed unless in writing and signed by PwdGuard and Customer.
38. POLICY AND PROCEDURE.
1) Customer agrees to follow any and all policies and procedures of the PwdGuard Customer program which can be found online at http://www.pwdguard.com/Customer/PolicyAndProcedures. Customer agrees to monitor the policy and procedures.
39. ENTIRE AGREEMENT.
1) This Agreement sets forth the entire understanding of the parties. All understandings and agreements heretofore had between the parties hereto respecting the PwdGuard Customer program which is the subject matter of this Agreement are merged into this Agreement. No representation or warranties have been made by any party to the other except as herein expressly set forth.
PwdGuard and Customer agrees that this agreement may be executed fully by the Customer by either paying for the service or by clicking on the check box agreeing that you read this agreement on wwwpwdguard.com and is fully enforceable if PwdGuard accepts the Customer Profile.
(PWDGUARD) User / Customer
Date ______/202_ Date ____/202_