Intrusion Shield End User License Agreement

YOUR USE OF THE INTRUSION SHIELD SERVICE WILL BE GOVERNED SOLELY BY THE TERMS OF THIS AGREEMENT, WHICH CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND INTRUSION. IF YOU ACCEPT THESE TERMS, PLEASE INDICATE YOUR ACCEPTANCE BY CLICKING THE “I ACCEPT” BUTTON THAT APPEARS BELOW. IF YOU DO NOT CLICK ON THIS BUTTON, YOU WILL NOT HAVE THE RIGHT TO USE, AND WILL NOT RECEIVE ACCESS TO, THE SERVICE.

The term of this Agreement shall begin on the Effective Date and shall, unless earlier terminated hereunder or extended by written agreement of the Parties continue on a Monthly, Annual, or Three-Year Term and for the Monthly, Annual, or Three-Year Fees, as selected by the Customer on the order form related to this Agreement (“Order Form”) (the “Shield Service Fees”). The Customer shall have the option to elect to modify the Term upon written notification to Intrusion.

LEGAL TERMS AND CONDITIONS

1. Intrusion Shield Service.

a. Shield Service shall include all software, the associated media, any printed materials, data, files and information and any “online” or electronic documentation in connection with the provision of the Shield Service, including Shield Cloud and Shield Endpoint software products and all related application programming interfaces (“API”) (collectively, the “Software”)

b. SaaS Terms. In the event Customer selects to access and use the Intrusion Shield Service on a SaaS basis, the following terms shall apply: (i) such access shall be password controlled and Customer shall be responsible for ensuring that the password is used and the Intrusion Shield Service is accessed and used solely for its intended purpose and in accordance with any and all applicable laws and regulations and the terms of this Agreement and any related terms as may be set forth in the Order Form; and (ii) Intrusion will use commercially reasonable efforts to make the Intrusion Shield Service available on a 24/7 basis, subject to scheduled or emergency maintenance and any events outside of Intrusion’s reasonable control.

c. Modification. Intrusion reserves the right at any time to modify the Shield Service (or any part thereof). In the event that Intrusion modifies the Shield Service in a manner which removes or disables a feature or functionality on which Customer materially relies, Intrusion, at Customer’s request, shall use commercially reasonable efforts to substantially restore such functionality to Customer. In the event that Intrusion is unable to substantially restore such functionality, Customer shall have the right to terminate this Agreement upon thirty (30) days written notice to Intrusion. Customer acknowledges that Intrusion reserves the right to discontinue offering the Shield Service at the conclusion of Customer’s then current Initial or Renewal Term.

d. Customer’s Lawful Conduct. Customer agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Shield Service, including without limitation those related to privacy, electronic communications, export and anti-spam legislation and shall obtain any permits or licenses required for such compliance. Except as permitted by this Agreement, no part of the Shield Service nor the Software may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Shield Service by any means other than through the interfaces that are provided by Intrusion.

e. Customer’s Use. Customer shall not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Shield Service available to any unauthorized user, including but not limited to, by “mirroring” or “framing” any part of the Shield Service, or by creating Internet links to the Shield Service which include log-in information, usernames, passwords, and/or license keys. Customer will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other Intellectual Property Rights without first obtaining the permission of the owner of such rights. Neither Customer, nor anyone acting on Customer’s behalf, will use the Shield Service to target for solicitation any Intrusion customers for purposes of providing any competitive product. Customer shall ensure that its use of the Shield Service shall be only via an Authorized Seat and in accordance with the terms and conditions of this Agreement.

2. Fees and Payment.

a. Shield Service. Customer shall select via the Order Form the number of Authorized Seats, the Term of this Agreement and whether to pay related fees on a monthly, annual or three-year basis. Payment of the net amount of all Shield Service Fees shall be due, at Customer’s election in the Order Form, either (i) annually in advance for each year of the Term or (ii) monthly in advance for each month of the Term, with Intrusion to charge a late fee of ten percent (10%) of any Shield Service Fees that are not paid in accordance with this payment schedule. The Order Form will set forth the specific fees due from Customer based on Customer’s selections. Intrusion shall have the option to modify fees with written notice to Customer no less than thirty (30) days in advance of the end of any Initial or Renewal Term.

b. In the event that Customer disputes any amounts due to Intrusion under any invoice, Customer must notify Intrusion of any such dispute on or before the date that is ten (10) days prior to the due date for payment under such invoice; otherwise, Customer waives its right to dispute any such charges due and owing to Intrusion under such invoice. All payment obligations are noncancelable and all amounts paid are nonrefundable. Customer will pay collection and legal fees incurred by Intrusion to effect settlement of any undisputed past due invoice. Intrusion fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Intrusion income. This obligation shall survive the termination of this Agreement.

3. Records; Audit Rights; Verification. Throughout the term of this Agreement, Customer shall maintain such records as reasonably required to indicate compliance with its obligations under this Agreement, and such records shall be maintained for a period of not less than two (2) years following the terminations or expiration of this Agreement for any reason. To ensure compliance with the terms of this Agreement, Intrusion or its designated representative shall have the right during regular business hours, exercisable upon reasonable notice, to conduct an inspection and audit of such records, and to obtain true and correct copies of such records, and to obtain such other information as necessary to determine Customer’s compliance with this Agreement. Customer will use reasonable efforts to facilitate Intrusion’s exercise of these rights. If Customer’s use of the Shield Service exceeds that authorized herein, Customer will promptly pay any and all Shield Service Fees that would have been due if such use had been authorized. If the audit discloses an underpayment of ten percent (10%) or more, Customer shall, in addition, pay any fees incurred by Intrusion in conducting the audit.

4. Term; Termination.

a. Expiration; Termination. The Agreement shall not automatically renew if a Party provides written notice to the other Party of its intention not to renew the Term at least thirty (30) days prior to the end of the Initial or any Renewal Term. The Agreement may be terminated prior to the end of the Term (i) by either Party if the other Party materially breaches this Agreement and does not cure the breach within thirty (30) days of written notice of the material breach; (ii) by either Party if the other Party becomes insolvent, invokes as a debtor any laws relating to the relief of debtors’ or creditors’ rights, or has such laws invoked against it as a debtor; (iii) by Intrusion upon five (5) business days’ notice to Customer if Customer is late in paying any fees due to Intrusion; or (iv) by Intrusion immediately if Customer uses the Shield Service in an unauthorized manner.

b. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, the rights and licenses granted to Customer under this Agreement shall immediately terminate, and Customer shall immediately cease using the Shield Service and will return to Intrusion (or, at Intrusion’ request, destroy or delete) any copies of the Software, related documentation, all other tangible items in Customer’s possession or control that are proprietary to or contain confidential information and any Intrusion data or other information to which Customer may have obtained access as a result of any use of Intrusion API’s . No later than thirty (30) days after the expiration or termination of this Agreement, Customer shall return any Equipment to Intrusion in the same or similar condition as it was provided to Customer (normal wear and tear excepted), at Customer’s sole cost and expense and in the original packing that such Equipment was provided to Customer. Failure to so return the Equipment will obligate Customer to provide payment to Intrusion of the total cost for such Equipment, within thirty (30) days of the date such Equipment was to be delivered back into Intrusion’s custody.

5. License.

a. Grant. Subject to the terms and conditions of this Agreement, Intrusion grants to Customer a non-exclusive, non-transferable license (without the right to sublicense) for that number of Licensed Users specified hereunder to access the Software solely on Customer’s behalf and strictly in accordance with the related documentation provided exclusively (i) for purposes of using the Shield Service for Customer’s internal business purposes, and (ii) to copy the Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.

b. Exclusions. Except as otherwise specifically permitted in this Agreement, Customer may not: (i) modify or create any derivative works of any Software or documentation; (ii) copy the Software except as provided in this Agreement or elsewhere by Intrusion; (iii) separate Software licensed as a single product into its component parts; (iv) sublicense or permit use of the Software other than via an Authorized Seat; (v) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Shield Service or the Software; (vi) redistribute, encumber, sell, rent, lease, sublicense, use the Shield Service or Software in a timesharing or service bureau arrangement, or otherwise transfer rights to the Shield Service or Software; (vii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Shield Service or Software; (viii) publish any results of benchmark tests run on any Software to a third party without Intrusion’s prior written consent; or (ix) permit access to the Shield Service or the Software to any person other than via an Authorized Seat. Customer may NOT transfer the Shield Service or the Software under any circumstances.

6. Intellectual Property Rights

a. Definitions. For purposes of this Agreement, the following definitions shall apply:

“Intellectual Property” means (i) all inventions, invention disclosures, improvements, recipes, trade secrets, proprietary information, proprietary processes or formulae, licenses, know-how, technology, and technical data, (ii) specifications, designs, drawings, and other literary works, (iii) customer lists, databases and data collections, and other confidential or proprietary business information, and (iv) all documentation related to any of the foregoing.

“Intellectual Property Rights” means any and all forms of legal rights and protections that may be obtained for, or may pertain to the Intellectual Property in the United States, including, without limitation, all right, title, and interest arising under common and statutory law to all United States: (i) patents; (ii) copyrights and all other rights corresponding thereto; (iii) trademarks; (iv) trade secrets; (v) know-how; (vi) industrial designs; (vii) any similar, corresponding, or equivalent rights relating to intangible Intellectual Property; and (viii) applications, registrations, issuances, divisions, continuations, renewals, reinsurances, and extensions of the foregoing.

b. Intrusion Intellectual Property. Title to the Software and all copies thereof remain with Intrusion and/or or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Intrusion and its suppliers reserve all of rights with respect to the Shield Service under all applicable national and international laws and treaties for the protection of Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks, and patents. Any references to “sale” of the Shield Service or the Software shall mean the licensing thereof in accordance with this Agreement. Customer will not remove copyright notices from the Software or any documentation related thereto or to the Shield Service. Customer agrees to prevent any unauthorized copying of the Software and any documentation related thereto or to the Shield Service. Except as expressly provided herein, Intrusion does not grant any express or implied right to Customer under Intrusion patents, copyrights, trademarks, or trade secret information. Intrusion service marks, logos and product and service names are the Intellectual Property of Intrusion (the “Intrusion Marks”). Customer agrees not to display or use the Intrusion Marks in any manner without Intrusion’s express prior written permission.

c. Customer Intellectual Property. Customer shall retain all Intellectual Property Rights in (i) any and all Intellectual Property owned, held or created by or on behalf of the Customer independently of Intrusion’s provision of the Shield Service under this Agreement and (ii) any and all data resulting from the interaction of Customer’s Intellectual Property with the Shield Service (the “Customer Shield Data”). Customer grants Intrusion a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up license to copy, store, record, transmit, maintain, display, view, print, or otherwise use Customer Data to (A) incorporate such Customer Shield Data into Intrusion’s proprietary database, (B) to modify, expand, and to improve the performance of the Shield Service, and (C) to otherwise exploit such Customer Shield Data provided, that Intrusion shall not generally use or disclose any Customer Shield Data for any other purpose than as expressly set forth herein. Customer Shield Data shall at all times be considered the property of Customer. Customer shall not provide Intrusion with any personally identifiable information of any third party during Customer’s use of the Shield Services, and Intrusion is under no obligation to store, process, or secure any such information that Customer may provide to Intrusion in violation of this obligation.

d. Feedback from Customer. It is expressly understood, acknowledged and agreed that Customer may, regardless of whether or not formally requested to do, provide to Intrusion reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Customer’s use of the Software (collectively, “Feedback”). Contingent upon all of the terms and conditions herein and especially upon Customer’s obligations to provide Feedback, Customer grants Intrusion, under all of Customer’s Intellectual Property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up license: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Intrusion product, technology, service, specification or other documentation (individually and collectively “Intrusion Products”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Intrusion Product; and (iii) solely with respect to Customer’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties. Further, Customer warrants that Customer’s Feedback is not subject to any license terms that would purport to require Intrusion to comply with any additional obligations with respect to any Intrusion Products that incorporate any Feedback.

7. Warranties; Limitation on Liability

a. INTRUSION DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON_INFRINGEMENT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SHIELD SERVICE AND THE SOFTWARE AND EQUIPMENT ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DOES NOT REPRESENT OR WARRANT THAT CUSTOMER’S USE OF THE SHIELD SERVICE OR THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, THAT THE SHIELD SERVICE OR THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT ANY ERRORS IN THE SHIELD SERVICE WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SHIELD SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE, THE SOFTWARE, OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

b. IN NO EVENT SHALL INTRUSION OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES TO CUSTOMER OR CUSTOMER’S CUSTOMERS, CLIENTS, OR OTHER THIRD-PARTIES WHATSOEVER, WHETHER THOSE BE CLASSIFED AS DIRECT DAMAGES (WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY) OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED OR ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). INTRUSION’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS CAPPED AT AN AMOUNT NOT TO EXCEED FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM AGAINST INTRUSION.

8. Confidentiality.

a. For purposes of this Agreement, confidential information shall include the terms of this Agreement, the Software, the Shield Service, and any and all Intellectual Property Rights of either Intrusion or Customer, and other information, material or data that either Party provides to the other in connection with this Agreement which is clearly identified in writing at the time of disclosure as confidential or reasonably should be known to be proprietary or confidential in the context of the disclosure (“Confidential Information”). Each Party agrees: (i) to keep confidential all Confidential Information disclosed to it by the other Party or by a third-party; (ii) not to use the Confidential Information of the other Party except to the extent necessary to perform its obligations or exercise rights under this Agreement; and (iii) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons such as directors, officers, employees, consultants, advisors, and agents only on a “need to know” basis; provided that such persons are bound by confidentiality obligations substantially equivalent to those contained in this Section 8. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing Party; (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing Party and with the lawful right to disclose such information to the recipient; or (5) the disclosing party expressly grants the receiving party written permission to disclose. Notwithstanding the foregoing, this section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation. The confidentiality obligations set forth herein shall survive the termination of this Agreement.

b. Each Party agrees that the other Party shall have no adequate remedy at law if there is a breach or threatened breach of this Section 8 and, accordingly, that either Party shall be entitled (in addition to any legal or equitable remedies available to such Party) to injunctive or other equitable relief to prevent or remedy such breach, without the necessity of proving actual damages or the requirement of posting a bond or other security.

c. Upon the termination or expiration of this Agreement or upon the earlier request of the disclosing Party, the receiving Party shall (i) at its own expense, promptly return to the disclosing Party all tangible Confidential Information (and all copies thereof) of the disclosing Party, or upon written request from the disclosing Party, destroy such Confidential Information and provide the disclosing Party with written certification of such destruction and (ii) cease all further use of the other Party’s Confidential Information, whether in tangible or intangible form. Notwithstanding the foregoing, (x) each Party may keep one (1) copy of any Confidential Information that may be necessary to meet legal or regulatory requirements and (y) the receiving Party will not be required to return or destroy any Confidential Information of the disclosing Party that has been retained as part of the receiving Party’s standard information backup procedures.

d. As part of the performance under this Agreement, either Party will promptly notify the other Party of the occurrence of any of the following events: (i) any unauthorized disclosure or use of any Confidential Information; (ii) any request by anyone to examine, inspect or copy any Confidential Information; or (iii) any attempt to serve, or the actual service, of a court or administrative order, subpoena or summons that requires the production of any Confidential Information.

9. General.

a. Entire Agreement. This Agreement, including Exhibits, each of which is incorporated into this Agreement by reference, comprises the entire agreement between Customer and Intrusion and shall supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. No text or information set forth on any other purchase order, preprinted form or document (other than an Exhibit, if applicable) shall add to or vary the terms and conditions of this Agreement. This Agreement may not be modified, amended, or altered except as expressly set forth herein or by written instrument duly executed by both Parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Intrusion as a result of this agreement or use of the Shield Service. The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the other Party in writing. Sections 1(c), 3, 4, 6, 7, 8, and this Section 9 shall survive termination or expiration of this Agreement. Neither Party (the “Affected Party”) shall be liable to the other (the “Unaffected Party”) for failure or delay in performance (other than a payment obligation) if such failure or delay is caused by riot, fire, flood, earthquake, natural disaster, electronic virus, electronic attack or infiltration, internet disturbance, government act or other similar cause beyond such Party’s reasonable, provided that the Affected Party gives prompt notice of such condition to the Unaffected Party and uses reasonable efforts to resume its full performance as soon as possible. Either Party may give notice to the other Party in a writing, addressed to the Party to be served at the address set forth in the first paragraph of this Agreement delivered by nationally recognized overnight delivery service, and shall be deemed effective upon confirmation of delivery. A Party’s address for purposes of notice may be updated during the Term by providing notice of such new address in accordance with the process outlined in this Section 9(b).

b. Assignment. This Agreement may not be assigned by Customer without the prior written approval of Intrusion, and any purported assignment in violation of this section shall be null and void. Intrusion is expressly permitted to assign any or all of its obligations under this agreement.

c. Governing Law; Consent to Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements negotiated, executed and performed in Texas by parties resident in Texas, regardless of whether either of the parties to this Agreement now is or may hereafter become a resident of another jurisdiction. Any action or proceeding instituted by either party against the other with respect to any matters arising out of or related to this Agreement shall be brought either in the Superior Court of the State of Texas in and for the County of Dallas or in the United States District Court for the Northern District of Texas in Dallas County. Reseller hereby consents to the personal jurisdiction of these courts for the purposes of any litigation commenced in such courts with respect to any matters arising out of or related to this Agreement, and Reseller hereby waives any rights it may otherwise have, by virtue of Reseller’s domicile or otherwise, to request a change of venue from such court. Reseller hereby further consents and agrees that service of any process necessary or convenient in connection with any such litigation may be made on Reseller by registered mail, postage prepaid, at Advisor’s address as first set forth above, which service of process shall be as fully effective in all respects as personal service lawfully made on Reseller in the State of Texas. The parties agree that this Agreement shall be deemed to be executed and performed in Dallas County, Texas.

d. Publicity. For public relations and marketing purposes, Intrusion may disclose to third parties that Customer is a customer under license for the Shield Service.

e. Export Restrictions. The Shield Service, the Software, and related technology may be subject to United States export controls administered by the U.S. Department of Commerce and other U.S. agencies. Customer shall not export, re-export or import the Shield Service or Software, or information about the Shield Service or Software without the written consent of Intrusion and compliance with such laws, regulations, orders, or other restrictions. Unless specifically set forth on the Cover Page, Customer’s license to access and to use the Shield Services shall be strictly limited to an Authorized Seat physically located within the United States of America or its territories.

f. Equipment. In the event the parties agree that Intrusion will provide Equipment (as defined below) “in order for Customer to use the Intrusion Shield Service on an on-prem basis or to access and use the Intrusion Shield Service on a SaaS basis, as selected by Customer, the following terms shall apply. Customer may, at Intrusion’s discretion, be charged separately for the Equipment provided by Intrusion as part of the Shield Service. Customer shall not own or have any rights in or to the Equipment other than those expressly granted hereunder or otherwise agreed upon by the parties in writing. You agree that Equipment shall remain the property of Intrusion at all times. You agree that the Equipment installed at your premise shall be used only for the purpose of rendering the Shield Service under this Agreement. You agree you will not tamper with Equipment or attempt to move or maintain the equipment, nor will you allow any third parties to do so. You agree that you will not attach anything to the Equipment which impairs the integrity of our network or degrades the networks strength or signal quality. At your request, we may relocate the Equipment upon your premise for an additional charge, and at a time agreeable to you and us. You agree to either return the Equipment to us, or to allow us access to the premise to remove the Equipment upon termination of services, and you agree to compensate us at our replacement cost if our access to the premise is refused for the purpose of equipment removal and/or if you fail to return any Equipment within ten (10) business days from the date the Services are terminated. The Equipment will be returned to us in the same condition you received it subject only to ordinary wear and tear. In addition, there is an upfront fee for the Equipment and monthly cost of usage, if the Equipment is damaged while in your possession, you agree to pay its replacement cost. In any such event of damaged, lost, or stolen Equipment it is solely your responsibility to compensate us directly at our replacement cost whether the Equipment was covered by insurance or not, whether reimbursed by your insurance company or not. The term “Equipment” means any hardware, antenna, router, gateway, wiring, or other device installed by us at your premise to enable the Shield Services to function.