This Software License Agreement ("Agreement") is entered into
and made by and between PROTECTION ZONE MANAGEMENT, LLC of
3108 Midland Drive, Elko, Nevada 89801 ("PZM"), and Company.
PZM and Company may each be referred to herein singularly as a
"Party," or collectively as "Parties."
WHEREAS, PZM is a Nevada limited liability company with its
principal place of business located in Elko, Nevada;
WHEREAS, PZM is in the business of providing goods and
services to utility companies, including the provision of
software programs and associated services;
WHEREAS, PZM is the owner of the Licensed Software, which PZM
agrees to license to Company in exchange for consideration;
WHEREAS, Company desires to license the Licensed Software from
PZM in exchange for consideration.
NOW, THEREFORE, for and in consideration of the mutual
covenants set forth herein, the sufficiency of which is
expressly acknowledged, the Parties agree as follows:
(a) "Confidential Information" as used in the Agreement
shall mean: the Licensed Software and any and all Intellectual
Property Rights, Derivatives, and Embodiments related thereto,
business records and plans, blueprints, technical drawings,
methods, business information, formulations, specifications,
marketing plans and strategies, financial statements, customer
lists and records, technical information, products,
inventions, product design information, pricing structure,
discounts, costs, computer programs and listings, "Nonpublic
Personal Information" as that term is defined under the
Gramm-Leach-Biley Act of 1999, 15 U.S.C. Section 6801, as
amended from time to time, source code or object code,
intellectual property, and any and all related information.
(b) "Default" means: (1) any material breach of this
Agreement that is not cured within thirty (30) days after
receiving written notice of the breach; (2) any material
misrepresentation made by either Party; or (3) commencing a
case under or otherwise seeking to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law, statute or proceeding.
(c) "Derivatives" mean any and all (i) derivative works
(as defined in Section 101 of the U.S. Copyright Act) of the
Licensed Software; (ii) improvements, modifications,
alterations, adaptations, enhancements and new versions of the
Licensed Software; and (iii) technology, inventions, products
or other items that, directly or indirectly, incorporate, or
are derived from, any part of the Licensed Software.
(d) "Embodiment" means all instantiations of the
Licensed Software, including, but not limited to, all
documentation, drafts, papers, designs, schematics, diagrams,
models, prototypes, software, computer-stored data, diskettes,
manuscripts and other items, that describe all or any part of
the Licensed Software, any Derivatives, any Intellectual
Property Rights or any information related thereto or in which
all or any part of the Licensed Software, any Derivatives, any
Intellectual Property Right or such information is set forth,
embodied, recorded or stored.
(e) "Intellectual Property Rights" mean any and all of
the following and all rights in, arising out of, or associated
therewith: (i) worldwide patent rights and patent
applications, reissues, divisions, re-examinations, renewals,
extensions, provisionals, continuations and
continuations-in-part thereof and equivalent or similar rights
anywhere in the world in inventions and discoveries, including
without limitation invention disclosures; (ii) copyrights,
copyright registrations, copyright renewals and applications
therefor, Moral Rights and all other rights corresponding
thereto throughout the world; (iii) industrial designs and any
registrations and applications therefor throughout the world;
(iv) trademarks, trade names, logos, service marks, common law
trademarks and service marks, trademark and service mark
registrations and applications and renewals therefor
throughout the world, and all goodwill associated therewith
throughout the world; (v) rights in Internet addresses and
domain names, applications and registrations therefor
throughout the world; (vi) any similar, corresponding or
equivalent rights to any of the foregoing throughout the
world; and (vii) all rights and remedies against past,
present, and future infringement, misappropriation, or other
violation of the foregoing throughout the world.
(f) "Licensed Software" includes PZM's "Protection Zone
Management"/"PZM" Software, as well as: all computer programs,
operating systems, applications systems, firmware or software
of any nature, whether operational, under development or
inactive, including all object code, source code, comment
code, algorithms, models and methodologies, menu structures or
arrangements, icons, operational instructions, scripts, files,
net lists, commands, syntax, screen designs, reports, records,
designs, concepts, technical manuals, test scripts, user
manuals, databases, compilations and other documentation
therefor, whether in machine-readable form, programming
language or any other language or symbols, and whether stored,
encoded, recorded or written on disk, tape, film, memory
device, paper or other media of any nature and all databases
necessary or appropriate to operate any such computer program,
operating system, applications system, firmware or software.
(g) "Moral Rights" mean any and all rights of
attribution, integrity and disclosure, including the rights to
claim authorship to, or object to, any distortion, mutilation
or other modification or other derogatory action in relation
to a work, whether or not such action would be prejudicial to
the author's reputation, and any similar right, existing under
common or statutory law of any country in the world or under
any treaty, regardless of whether or not such right is
denominated or generally referred to as a "moral right."
(a) License. Subject to the terms and conditions of this
Agreement, PZM hereby grants Company a non-exclusive,
non-transferable, revocable license to use the Licensed
Software. This license does not include the right to
sublicense the Licensed Software. Company shall also be bound
by the following terms: Company shall not remove or alter any
of the copyright, trademark, or patent notices (if any) on the
Licensed Software; Company shall not rent, lease, license,
sublicense, lend, assign, sell, or otherwise transfer any
right to use the Licensed Software without the express written
approval of PZM; Company shall not reverse engineer,
decompile, disassemble, copy or modify the Licensed Software
or create derivative works from the Licensed Software; and
Company shall not remove any proprietary notices, labels, or
marks on, or connected with, the Licensed Software.
(b) Training and Support. As part of the license fee paid
pursuant to the terms of this Agreement, PZM will provide
Company with 8 hours training with the Licensed Software. In
the event Company requires any additional training, PZM will
provide such training in exchange for PZM then-existing hourly
fees. PZM will also provide support to Company for the
Licensed Software in exchange for PZM's then-existing hourly
(c) Consideration for License. In exchange for this license,
Company agrees to compensate PZM monthly or annually.
Compensation is subject to negotiation on an annual basis.
WARRANTIES, EXCLUSIONS AND INDEMNIFICATION
(a) Warranty. PZM warrants that it has the right to grant the
licenses granted pursuant to this Agreement and that it shall
provide any related products or services with reasonable
skill, care and diligence. PZM shall have no liability to
remedy a breach of warranty where such a breach arises as a
result of any of the following circumstances: (1) the improper
use or operation of the Licensed Software; (2) the merger or
use (in whole or in part) with any software or hardware by any
person or company other than PZM; (3) any failure by Company
to follow PZM' recommendations regarding the Licensed
Software; or (4) the use of the Licensed Software for a
purpose not reasonably to be inferred from this Agreement or
related materials or documentation.
EXCLUSION OF WARRANTIES AND CERTAIN DAMAGES. COMPANY
EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE
IS PROVIDED ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY STATED
IN THIS AGREEMENT, HIGH ENERGY MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE AND PZM
EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. PZM
EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGES,
WHETHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING FROM
THE USE OF THE LICENSED SOFTWARE. IN NO EVENT SHALL PZM BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH, OR ARISING OUT OF, THE
PERFORMANCE OR USE OF ANY PORTION OF THE LICENSED SOFTWARE.
(c) Mutual Indemnification. PZM shall indemnify and hold
Company and its suppliers, licensors, officers, directors,
employees, attorneys, and affiliated entities, harmless from
any and all damages, costs, claims, demands, expenses, and
liabilities (of whatever nature) arising out of or in
connection with any claim based on breach of any warranty in
this Section. Company shall indemnify and hold PZM and its
suppliers, licensors, officers, directors, employees,
attorneys, and affiliated entities, harmless from any and all
damages, costs, claims, demands, expenses, and liabilities (of
whatever nature) arising out of or in connection with any
claim based on breach of any breach of its obligations under
the terms of this Agreement.
(a) Obligations of Confidentiality; Limitations of Use.
Company shall not disclose or disseminate PZM's Confidential
Information unless expressly authorized to do so by PZM in a
writing executed by a duly authorized representative of PZM.
Company shall further use the same degree of care as it uses
to protect its own information of a like nature, but in any
event no less than reasonable degree of care, to prevent
disclosure of any Confidential Information to any third party.
Company shall not disclose any Confidential Information to any
of its employees unless they have executed a confidentiality
agreement satisfactory to PZM and only on a need-to-know
basis. Company shall ensure that all persons afforded access
to the Confidential Information refrain from any unauthorized
use, copying or disclosure. Company shall not retain or use
any Confidential Information except to the extent necessary to
perform services for PZM. Company shall not reverse engineer
or otherwise attempt to derive the composition or underlying
information, structure, or ideas of any Confidential
Information. Company shall give prompt written notice to PZM
of any unauthorized disclosure of Confidential Information of
which it becomes aware. Company shall be liable for any
misappropriation of the Confidential Information by its
employees or agents.
(b) Return of Confidential Information. Company shall return
all Confidential Information in its possession, custody or
control to PZM within five (5) days of receiving notice from
(c) Survival of Confidentiality Obligations. Company's
obligations respecting the confidentiality of the Licensed
Software and other materials containing Confidential
Information shall survive the termination of this Agreement
and shall remain in effect for as long as Company continues to
possess or control the Licensed Software or any other
Confidential Information furnished by PZM to Company.
(d) Injunctive Relief. In recognition of the fact that the
unauthorized disclosure, copying, or use of the Licensed
Software or any materials containing Confidential Information
could cause irreparable harm and significant injury to PZM,
which may be difficult to measure with certainty or to
compensate through damages, Company agrees that a court of
competent jurisdiction shall, in addition to other damages
afforded under the law, grant such injunctive or other
equitable relief as PZM may seek to enforce the provisions of
NONCOMPETITION AND NONSOLICITATION
Company shall not compete directly or indirectly with PZM's
business for a period of two (3) years from the termination
date of this Agreement. This non-compete shall be world-wide.
TERM AND TERMINATION
(a) Term. This Agreement shall commence on the Effective Date,
and shall continue for a period of twelve (12) months. The
Agreement shall renew for consecutive twelve (12) month
periods unless either Party gives the other thirty (30) days
written notice prior to the end of the given twelve (12) month
(b) Termination. PZM and Company shall have the right to
terminate this Agreement immediately without notice in the
event that PZM or Company is in breach of its obligations
under any of Sections 4 or 5, or is in Default.
(c) Effect of Termination. Upon termination of this Agreement,
the license granted to Company pursuant to this Agreement
shall automatically terminate, and any and all services
provided by PZM, if any, shall immediately cease.
(d) Additional Remedies. Except as expressly limited by this
Agreement, termination of this Agreement shall be without
prejudice to any other remedy which may be available to a
Party due to a breach of this Agreement.
(a) No Waiver. No delay or omission by either Party hereto to
exercise any right or power occurring upon any noncompliance
or default by the other Party with respect to any of the terms
of this Agreement shall impair any such right or power or be
construed to be a waiver thereof. A waiver by either of the
Parties hereto of any of the covenants, conditions or
agreements to be observed by the other shall not be construed
to be a waiver of any succeeding breach thereof or of any
covenant, condition, or agreement herein contained. Unless
stated otherwise, all remedies provided for in this Agreement
shall be cumulative and in addition to, and not in lieu of,
any other remedies available to either Party at law, in
equity, or otherwise.
(b) Governing Law: Choice of Forum. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Nevada. In the event a dispute or litigation arises
between the Parties, venue shall be exclusively in a court of
competent jurisdiction located in Elko County, Nevada, or the
Federal District Court located in Washoe County, Nevada. The
Parties agree that this is a mandatory forum selection clause.
(c) Attorneys' Fees and Costs. In the event litigation arises
between the Parties regarding the rights and obligations of
the Parties under this Agreement, the prevailing Party shall
be entitled to reasonable attorneys' fees and costs.
(d) Entire Agreement. This Agreement contains the entire
agreement of the Parties and supersedes any and all prior,
written or oral, agreements among them concerning the subject
matter of this Agreement.
(e) Binding Effect. The terms, conditions, covenants and
agreements contained herein shall inure to the benefit of and
be binding upon the Parties hereto and their respective heirs,
administrators, successors and permitted assigns.
(f) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original
agreement. The Parties also agree that faxed or email-scanned
signatures shall be binding and enforceable.
(g) Notices. All notices and other communications required or
permitted under this Agreement shall be validly given, made,
or served if in writing and delivered personally, sent by
registered mail, email, receipted commercial courier, or by
electronic receipt (acknowledged in like manner by the
intended recipient) facsimile transmission to the Parties at
the following addresses:
If To PZM:
PROTECTION ZONE MANAGEMENT, LLC
Attn: Jay Elquist, Managing Member
3108 Midland Drive
Elko, Nevada 89801
With a Copy to:
Matthew D. Francis, Esq.
Brownstein Hyatt Farber Schreck, LLP
5371 Kietzke Lane
Reno, Nevada 89511
(h) Additional Remedies. Except as expressly limited by this
Agreement, termination of this Agreement shall be without
prejudice to any other remedy which may be available to either
Party due to a breach of this Agreement.
(i) Severability. Every provision of this Agreement is
intended to be severable. If any term or provision hereof is
illegal or invalid for any reason whatsoever, such illegality
or invalidity shall not affect the validity of this Agreement.
(j) Number and Gender. As used in this Agreement, the
masculine, feminine, or neuter gender, and the singular or
plural number, shall each be considered to include the others
whenever the context so indicates.
(l) Reservation of Rights. All rights not expressly granted
herein are reserved.
(n) Survival. The provisions of Sections 1, 3-7 shall survive
the termination of this Agreement for any reason. Any other
rights and obligations of the Parties hereunder shall cease
upon termination of this Agreement, but without prejudice to
any accrued rights, liabilities or remedies of either Party
hereunder or to any rights or remedies to which a Party may be
entitled to at law or in equity.
(o) Excused Performances. Nonperformance of either Party shall
be excused, and any performance date shall be extended, to the
extent that performance is rendered impossible by strike,
fire, flood, governmental acts or orders or restrictions,
failure of suppliers, telecommunications services or equipment
or any other reason where failure to perform is beyond the
reasonable control and not caused by the negligence of the
(p) Amendment or Modification. This Agreement may not be
amended or modified in any respect except by a written
instrument signed by both Parties.
(q) Section Headings. The Section headings appearing in this
Agreement have been inserted for the purpose of convenience
and ready reference. They do not purport to, and shall not be
deemed to, define, limit or extend the scope or intent of the
Sections to which they pertain.
(r) Independent Agents. The Parties are independent
contractors and nothing contained in this Agreement shall be
construed to constitute the Parties as partners, joint
venturers, co-owners, principals and agents, or otherwise as
participants in a joint or common undertaking.
(s) Assignment and Delegation. The Parties shall neither
assign nor delegate, sub-contract or otherwise transfer any of
their rights, obligations or licenses hereunder or appoint any
agent to perform their respective obligations hereunder
without the prior written consent of the other Party.
PROTECTION ZONE MANAGEMENT "PZM"
Effective date: March 07, 2019
PROTECTION ZONE MANAGEMENT, LLC ("us", "we", or "our")
operates the https://pzm-app.com website and the PZM
Protection Zone Management mobile application (hereinafter
referred to as the "Service").
This page informs you of our policies regarding the
collection, use and disclosure of personal data when you use
our Service and the choices you have associated with that
We use your data to provide and improve the Service. By using
the Service, you agree to the collection and use of
information in accordance with this policy. Unless otherwise
Policy have the same meanings as in our Terms and Conditions.
Service means the https://pzm-app.com website and the mobile
application operated by PROTECTION ZONE MANAGEMENT, LLC
Personal Data means data about a living individual who can be
identified from those data (or from those and other
information either in our possession or likely to come into
Usage Data is data collected automatically either generated by
the use of the Service or from the Service infrastructure
itself (for example, the duration of a page visit).
Cookies are small files stored on your device (computer or
Information Collection and Use
We collect several different types of information for various
purposes to provide and improve our Service to you.
Types of Data Collected
While using our Service, we may ask you to provide us with
certain personally identifiable information that can be used
to contact or identify you ("Personal Data"). Personally
identifiable information may include, but is not limited to:
- Email address
- First name and last name
- Phone number
- Address, State, Province, ZIP/Postal code, City
- Cookies and Usage Data
We may use your Personal Data to contact you with newsletters,
marketing or promotional materials and other information that
may be of interest to you. You may opt out of receiving any,
or all, of these communications from us by contacting us.
We may also collect information that your browser sends
whenever you visit our Service or when you access the Service
by or through a mobile device ("Usage Data").
This Usage Data may include information such as your
computer's Internet Protocol address (e.g. IP address),
browser type, browser version, the pages of our Service that
you visit, the time and date of your visit, the time spent on
those pages, unique device identifiers and other diagnostic
When you access the Service with a mobile device, this Usage
Data may include information such as the type of mobile device
you use, your mobile device unique ID, the IP address of your
mobile device, your mobile operating system, the type of
mobile Internet browser you use, unique device identifiers and
other diagnostic data.
Tracking & Cookies Data
activity on our Service and we hold certain information.
Cookies are files with a small amount of data which may
include an anonymous unique identifier. Cookies are sent to
your browser from a website and stored on your device. Other
tracking technologies are also used such as beacons, tags and
scripts to collect and track information and to improve and
analyse our Service.
You can instruct your browser to refuse all cookies or to
indicate when a cookie is being sent. However, if you do not
accept cookies, you may not be able to use some portions of
Examples of Cookies we use:
We use Session Cookies to operate our Service.
We use Preference Cookies to remember your preferences and
We use Security Cookies for security purposes.
Use of Data
PROTECTION ZONE MANAGEMENT, LLC uses the collected data for
- To provide and maintain our Service
- To notify you about changes to our Service
· To allow you to participate in interactive features of our
Service when you choose to do so
- To provide customer support
· To gather analysis or valuable information so that we can
improve our Service
- To monitor the usage of our Service
- To detect, prevent and address technical issues
· To provide you with news, special offers and general
information about other goods, services and events which we
offer that are similar to those that you have already
purchased or enquired about unless you have opted not to
receive such information
Transfer of Data
Your information, including Personal Data, may be transferred
to — and maintained on — computers located outside of your
state, province, country or other governmental jurisdiction
where the data protection laws may differ from those of your
If you are located outside United States and choose to provide
information to us, please note that we transfer the data,
including Personal Data, to United States and process it
submission of such information represents your agreement to
PROTECTION ZONE MANAGEMENT, LLC will take all the steps
reasonably necessary to ensure that your data is treated
transfer of your Personal Data will take place to an
organisation or a country unless there are adequate controls
in place including the security of your data and other
Disclosure of Data
If PROTECTION ZONE MANAGEMENT, LLC is involved in a merger,
acquisition or asset sale, your Personal Data may be
transferred. We will provide notice before your Personal Data
is transferred and becomes subject to a different Privacy
Disclosure for Law Enforcement
Under certain circumstances, PROTECTION ZONE MANAGEMENT, LLC
may be required to disclose your Personal Data if required to
do so by law or in response to valid requests by public
authorities (e.g. a court or a government agency).
PROTECTION ZONE MANAGEMENT, LLC may disclose your Personal
Data in the good faith belief that such action is necessary
- To comply with a legal obligation
To protect and defend the rights or property of PZM
To prevent or investigate possible wrongdoing in
connection with the Service
To protect the personal safety of users of the Service or
- To protect against legal liability
Security of Data
The security of your data is important to us but remember that
no method of transmission over the Internet or method of
electronic storage is 100% secure. While we strive to use
commercially acceptable means to protect your Personal Data,
we cannot guarantee its absolute security.
Our Policy on "Do Not Track" Signals under the California
Online Protection Act (CalOPPA)
We do not support Do Not Track ("DNT"). Do Not Track is a
preference you can set in your web browser to inform websites
that you do not want to be tracked.
You can enable or disable Do Not Track by visiting the
Preferences or Settings page of your web browser.
We may employ third party companies and individuals to
facilitate our Service ("Service Providers"), provide the
Service on our behalf, perform Service-related services or
assist us in analysing how our Service is used.
These third parties have access to your Personal Data only to
perform these tasks on our behalf and are obligated not to
disclose or use it for any other purpose.
Links to Other Sites
Our Service may contain links to other sites that are not
operated by us. If you click a third party link, you will be
directed to that third party's site. We strongly advise you to
We have no control over and assume no responsibility for the
content, privacy policies or practices of any third party
sites or services.
Our Service does not address anyone under the age of 18
We do not knowingly collect personally identifiable
information from anyone under the age of 18. If you are a
parent or guardian and you are aware that your Child has
provided us with Personal Data, please contact us. If we
become aware that we have collected Personal Data from
children without verification of parental consent, we take
steps to remove that information from our servers.
We will let you know via email and/or a prominent notice on
our Service, prior to the change becoming effective and update
they are posted on this page.
By email: firstname.lastname@example.org