SUDS Platform License & Intellectual-Property Agreement

1. Definitions

"SUDS" or the "Platform" means the SUDS software platform operated by ULTRASHIELD (the operator of the SUDS platform) ("Licensor"), including all of its source and object code, user interfaces, designs, layouts, screens, flows, features, dashboards, algorithms, data models, business logic, workflows, documentation, and the look and feel of any of the foregoing.

"Confidential Information" / "Customer IP" means everything you access, view, or learn through the Platform — including its design and functionality, customer and installer records, pricing, codes, warranty and CARFAX data, processes, and any non-public information of Licensor or its customers. All of it is proprietary and is treated as trade-secret and confidential information.

"You" / "Licensee" means the individual and the business on whose behalf they access the Platform, jointly and severally.

2. Grant of License (Not a Sale or Subscription)

Licensor grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for the authorized purpose of operating as an approved SUDS installer/partner.

This is a license to USE the Platform — it is not a sale, assignment, or subscription, and it conveys no ownership of any kind. Access may be granted, suspended, or revoked by Licensor at any time, with or without cause. No rights are granted except those expressly stated here.

3. Restrictions

You will NOT, directly or indirectly, and will not permit or assist anyone else to: (a) copy, reproduce, photograph, screen-record, scrape, or otherwise capture any part of the Platform except as strictly necessary for your authorized use; (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of the Platform; (c) replicate, clone, imitate, or recreate the Platform or any part of its design, features, workflows, or look and feel; (d) build, fund, advise, or assist in building any product, service, or platform that is the same as or substantially similar to, or competitive with, SUDS; or (e) share, resell, or transfer your access credentials or access.

You acknowledge that the Platform and everything you see within it is the confidential customer intellectual property of Licensor and its customers, and you will hold it in strict confidence both during and after your access.

4. No AI / Machine-Learning Recreation

You will NOT input, upload, paste, feed, or otherwise provide any part of the Platform — including its screens, code, designs, data, outputs, or descriptions of how it works — into any artificial-intelligence, machine-learning, large-language-model, code-generation, or automated system for the purpose of reproducing, cloning, training on, deriving, or building anything resembling SUDS.

You will NOT use any AI or automated tool to design, generate, or build a product or platform that copies or is substantially similar to SUDS. Using AI to recreate SUDS is an express, material breach of this Agreement.

5. Ownership

As between the parties, Licensor and its customers own all right, title, and interest in and to the Platform and all intellectual-property rights in it. All rights not expressly granted are reserved. Your access creates no ownership, joint-venture, or work-made-for-hire interest, and any feedback you provide may be used by Licensor without obligation.

6. Penalties, Liquidated Damages & Equitable Relief

You agree that any breach of Sections 3 or 4 would cause Licensor immediate, substantial, and irreparable harm for which monetary damages alone would be inadequate. Accordingly, Licensor is entitled to immediate injunctive and other equitable relief — without the need to post a bond — in addition to all other remedies.

Because actual damages from copying, replicating, or AI-recreating the Platform are difficult to quantify, you agree to pay liquidated damages of $250,000 USD per violation as a reasonable pre-estimate of harm and not as a penalty, in addition to (at Licensor's election) disgorgement of any profits or benefit you derived, plus Licensor's costs and reasonable attorneys' fees.

7. Audit & Monitoring

Licensor may monitor and log your use of the Platform and may audit your compliance with this Agreement. You agree to cooperate with any reasonable investigation into suspected misuse.

8. Term, Suspension & Termination

This Agreement applies for as long as you have access to the Platform. Licensor may suspend or terminate your access and license at any time. Upon termination you must immediately stop using the Platform and destroy any materials derived from it. Sections 3–6, 9, and 10 survive termination indefinitely.

9. Governing Law; Venue; Severability; Entire Agreement

This Agreement is governed by the laws of the State of Oregon, USA, without regard to conflict-of-laws rules, and the parties consent to the exclusive jurisdiction and venue of the courts located there. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect.

This Agreement is the entire agreement regarding access to the Platform and supersedes any prior understandings on that subject.

10. Electronic Signature & Acknowledgment

By typing your full legal name and clicking "Agree & sign," you (i) certify that you have read and understood this Agreement, (ii) agree to be bound by it personally and on behalf of your business, and (iii) consent to sign electronically. Your name, the date, your account, the version, and your IP address are recorded as your binding electronic signature.