OWNER'S GUARANTEE
BACKGROUND
The Company has registered with Device Network FZ-LLC on terms that incorporate:
1. Owner's Guarantee and Covenants
1.1 Owner's Guarantee
In consideration of the Company entering into the Contract with Device Network FZ-LLC, the Owner, as primary obligor, irrevocably and unconditionally as separate and independent obligations:
- guarantees the full, prompt and complete performance by the Company of each of its obligations under the Contract;
- guarantees the punctual payment of all sums payable by the Company under the Contract or in consequence of any breach of the provisions of the Contract;
- undertakes, immediately on demand, to perform or procure the performance of all the Company's obligations referred to in clause 1.1(a) and clause 1.1(b); and
- undertakes to pay to Device Network FZ-LLC, immediately on demand and unconditionally, such sum to make good all losses, damage, costs and expenses arising out of the Company's failure to perform such obligations, or pay such sums on the due date, or the Owner's failure to comply with the provisions of clause 1.1(a), clause 1.1(b) and clause 1.1(c).
1.2 Guarantee Demand Procedure
Before making a demand under clause 1.1, it shall not be necessary for Device Network FZ-LLC to have made a demand on, taken out proceedings against, or taken any action to enforce any security against the Company or any other person.
1.3 Factors Not Affecting Owner's Liability
The Owner's liability under this clause 1 shall not be reduced, discharged or adversely affected in any way, by:
- any unenforceability, invalidity, irregularity, frustration or discharge by operation of law of any of the Company's obligations under the Contract;
- any legal limitation, disability, incapacity or other circumstances relating to the Company or any other person;
- Device Network FZ-LLC compromising, varying, extending, dealing with, renewing, releasing, refusing or neglecting to perfect or enforce any right, remedy or security against the Company or any other person in respect of the Contract or any other document or security; or
- anything which, but for this provision, might discharge, reduce or extinguish any of the Owner's liabilities under this clause 1.
1.4 Continuing Guarantee
The Owner's guarantee is a continuing guarantee and shall continue in effect until the Company has paid and performed all sums and all obligations under the Contract.
1.5 Non-Competition Clause
The Owner shall not, until all of the Company's obligations under the Contract have been finally performed and paid in full, exercise any right:
- of subrogation and indemnity;
- to take the benefit of, share in or enforce any security or other guarantee or indemnity for any of the Company's obligations; or
- to prove in the liquidation of the Company, other than in accordance with Device Network FZ-LLC's instructions.
1.6 Owner as Trustee
If the Owner exercises any of the rights referred to in clause 1.5, he or she shall:
- hold any amounts recovered on trust for Device Network FZ-LLC; and
- pay them to Device Network FZ-LLC on demand.
2. Extension to Employees, Agents, and Consultants
2.1 Extension of Terms
The terms of this guarantee shall apply not only to the Owner of the company but also to any employees, agents, and consultants of the company registered with Device Network FZ-LLC.
2.2 Authorization
By agreeing to these terms, employees, agents, and consultants confirm that they are authorized to do so by the Owner and that they adhere to the terms of this guarantee in the same manner as the Owner of the company.
2.3 Liability
Employees, agents, and consultants shall bear the same liabilities and responsibilities as the Owner under this guarantee, ensuring the full, prompt, and complete performance of the Company's obligations under the Contract.
3. Commitment Not to Replicate or Reverse Engineer
3.1 Non-Replication and Non-Reverse Engineering
As per the terms and conditions, the user agrees and reinforces their legal commitment not to replicate or attempt to reverse engineer any part of the website layout, code, functionality, or features whether for their current business or as part of a new entity they may join for a period of 5 years from agreeing to these terms and the last login and use of the website.
3.2 Market Intelligence and Opportunities
The user acknowledges that by using the website, they are obtaining new market intelligence and opportunities shown by continuous development and innovation by Device Network FZ-LLC.
3.3 No Sharing of Login Details
The user agrees not to share their login details with any potential competitor for the same analysis or attempt to reverse engineer or copy features. If it is detected that access has been compromised or shared intentionally, Device Network FZ-LLC can pursue legal compensation from the company as well as its employee, agent, or consultant personally.