End User License Agreement

This Agreement is between TechGuard Security, LLC ("TechGuard"), You ("User"), and the applicable AIG affiliate that issued the cyber insurance policy providing access to this platform.

This Agreement becomes effective upon your electronic acceptance or first use of the Licensed Software. BY CLICKING "I ACCEPT" OR ACCESSING THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS. If you disagree with any part of these terms, you do not have permission to access the Licensed Software.

1. Grant of License

User acknowledges and agrees that: (i) AIG has contracted with TechGuard to make the Licensed Software available to you at no cost; (ii) the Licensed Software is licensed and provided by TechGuard, not AIG; (iii) AIG shall not be liable for any damages caused by the Licensed Software; (iv) TechGuard will have access to certain of your information per their privacy policy at techguard.com/privacy-policy; and (v) AIG will have access to certain of your information per their policy at aig.com.

TechGuard grants User a non-exclusive, non-assignable, non-transferable, revocable, limited right and license to use the Licensed Software. User shall not:

License, sublicense, lease, sell, transfer, assign, distribute, or otherwise make available the Licensed Software to any third party
Modify or create derivative works based upon the Licensed Software or TechGuard content
Commercially exploit the Licensed Software or TechGuard content in any way
Create links to the Licensed Software or "frame" or "mirror" any TechGuard content on any other server or device
Impersonate another user of the Licensed Software
Use the Licensed Software to violate the rights of or cause injury to any person or entity

You are solely responsible for maintaining the confidentiality of your access credentials ("Credentials") and for all activity that occurs through their use. You will not: (1) use another user's Credentials; (2) use your Credentials to download unauthorized copies or grant others access; (3) use the Licensed Software in violation of any applicable law or third party's rights; (4) upload files that may damage or provide unauthorized access to others' data or systems; or (5) interfere with the proper functioning of the Licensed Software.

2. Proprietary Rights

All intellectual property rights in the Licensed Software—including patent, trademark, copyright, and trade secret rights—remain with TechGuard. User acquires only the right to use the Licensed Software, not any ownership or title in it. All modifications, updates, and extensions are considered part of the Licensed Software.

All data, content, graphics, and other materials prepared by User through use of the Licensed Software shall be the sole property of User. TechGuard and AIG reserve the right, in their sole discretion, to screen, edit, move, delete, or refuse any content submitted by Users that violates this Agreement or is otherwise unacceptable.

3. Warranty and Indemnification

TechGuard warrants that it has all rights necessary to license the Licensed Software to User under the terms of this Agreement.

3.1 Indemnification of AIG

TechGuard shall indemnify and hold AIG harmless against claims, liabilities, and costs—including reasonable attorneys' fees—incurred in defense of any claim brought against AIG by User in connection with the Licensed Software, including any damage to User's network.

3.2 Indemnification of AIG and/or User

TechGuard shall indemnify AIG and/or User against claims arising from third parties alleging that the User's use of the Licensed Software infringes any patent, copyright, or trade secret rights—provided that AIG and/or User promptly notifies TechGuard in writing and permits TechGuard to control the defense and any settlement of such claim.

3.3 Indemnification of TechGuard and AIG

To the extent permissible by law, User shall indemnify TechGuard, AIG, and their licensors against all third-party claims arising from User's breach of this Agreement or unauthorized use of the Licensed Software—provided TechGuard or AIG promptly notifies User in writing and permits User to control the defense.

4. Term and Termination

4.1 Termination by AIG

This Agreement becomes effective when User accepts its terms or accesses the Licensed Software and remains in force until terminated. AIG may terminate with 10 days' written notice for any reason, or immediately if User fails to comply with this Agreement or no longer holds an in-force cyber liability policy with AIG or its affiliates. Access may also be suspended or terminated for: actual or suspected violation of these Terms; use that creates legal liability; suspected malicious code; scheduled or unplanned downtime or outages.

4.2 Data Retention After Termination

You may request access to your content within two (2) years following termination. Upon an organization's request to terminate, TechGuard will export a report of completed courses for each user and store it in a protected client folder for two years. All data transfers will be conducted using encryption.

4.3 Return of Content

Upon termination, User agrees to return to TechGuard any TechGuard content within fifteen (15) days of the effective date of termination.

5. Waiver

No waiver of any right under this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party to be bound. No waiver of any past or present right shall be deemed a waiver of any future right.

6. Severability

If any provision of this Agreement is invalid or unenforceable, it shall be construed, limited, modified, or severed to the extent necessary to eliminate its invalidity or unenforceability without affecting the remaining provisions.

7. Governing Law

This Agreement is governed by the internal laws of the State of New York, without regard to choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

8. Export Control Notice

The Licensed Software is subject to U.S. and EU export control laws. User is exclusively responsible for ensuring compliance with all applicable export regulations. User shall not use or transfer the Licensed Software to any embargoed country (including Afghanistan, Burma, Cuba, Iraq, Iran, Libya, or Sudan) or to any Designated National, and agrees to indemnify TechGuard and AIG against any claims arising from such noncompliance.

By using this Licensed Software, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. export laws.

9. Warranty Disclaimer

EXCEPT AS OTHERWISE RESTRICTED BY LAW, TECHGUARD AND AIG MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, ACCURACY, OR COMPLETENESS OF THE LICENSED SOFTWARE OR ANY CONTENT. TECHGUARD AND AIG DO NOT WARRANT THAT:

Use of the Licensed Software will be secure, uninterrupted, or error-free
The Licensed Software will meet User's requirements
Stored data will be accurate or reliable
Errors or defects will be corrected
The servers are free of viruses or harmful components

THE LICENSED SOFTWARE IS PROVIDED STRICTLY "AS IS." ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Internet Delays

User acknowledges that access to the Licensed Software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. TechGuard and AIG are not responsible for any delays, delivery failures, or other damage resulting from such problems.

11. Limitation of Liability

EXCEPT AS OTHERWISE RESTRICTED BY LAW OR AS STATED IN SECTION 3, TECHGUARD AND AIG SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES—INCLUDING SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR OTHER ECONOMIC ADVANTAGE)—ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LICENSED SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TECHGUARD AND AIG ASSUME NO RESPONSIBILITY FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, OR DOWNLOADING OF ANY MATERIALS FROM THE LICENSED SOFTWARE.

12. Notices

TechGuard may send required information in electronic form. Notices emailed to the address provided at signup will be deemed given when sent. If you don't consent to electronic notices, you must stop using the Service.

Legal notices to TechGuard:

Email: [email protected]
Mail: TechGuard Security, 703 Seibert Road Suite 2, Scott AFB, IL 62225
Duplicate copy via registered mail, return receipt requested, required for legal notices.

13. Entire Agreement and Amendment

This Agreement sets forth the entire understanding between User, TechGuard, and AIG. It may be amended only in writing signed by all Parties. No modification or amendment shall be effective unless in writing and signed by each of the parties.