Terms & Conditions
Last Updated: April 29, 2018
These Terms of Service (“Terms”) are a legal agreement between you (“you,” “your”) and the owner of this Platform (“GuardOwl”), and affiliates (“us”, “we”, or “our”) in connection with operation of the GuardOwl website, applications, and mobile applications (the “Platform”). These Terms govern your use of any services, including mobile applications, websites, software, hardware, and other products and services (“Services”).
If you are using the Services on behalf of a business, that business accepts these terms. By using any of the Services you agree to these Terms and any policies referenced herein (“Policies”), including terms that limit our liability and require individual arbitration for any potential legal dispute. You also agree to any additional terms specific to Services you use, which become part of your agreement with us. You should read all of our terms carefully.
1. NO REPRESENTATIONS OR WARRANTIES
The services provided on this Platform and the content, information, documents, graphics and images published by this Platform could include inaccuracies, typographical errors or other errors. We make no commitment, however, to update what is contained in this Platform. Furthermore, we reserve the right to temporarily, or permanently, modify, alter, discontinue or delete the same without prior notice. Consequently,
TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON THIS PLATFORM ARE PROVIDED "AS IS," AND WITHOUT WARRANTY, AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED, AND YOU HEREBY WAIVE ALL SUCH WARRANTIES.
Users of this Platform should not rely upon opinions expressed at this Platform when making business, financial, personal or other decisions. Furthermore, we do not endorse the opinions of third parties expressed on this Platform or on linked Sites.
2. USER CONDUCT
• Violate any applicable law, regulation or rule;
• Harass, offend, threaten, embarrass, distress or invade the privacy of any individual or entity;
• Post or transmit any commercial, advertising or promotional materials, including without limitation, "spam" or mass distributions;
• Provide false information on your registration form or impersonate another person at any point;
• Post or transmit false, inappropriate, improper, disorderly or excessive messages or information;
• Post any material that infringes upon any third party's copyright, trademark, patent or other intellectual property right.
If you violate such terms, we may, without prior notice and without liability to you, ban you from any and all services, terminate your registration, delete your messages or postings, and take any other action we deem appropriate in our sole discretion. With reference to any services we provide, you acknowledge that we may, from time to time, without notice to you and at our sole discretion, establish various practices, limitations and restrictions for administering such services, including without limitation: how often a service or account may be accessed; the maximum number of days that messages or postings will be retained; the maximum number of messages or postings allowed; the size and nature of messages and postings; the maximum storage space available for an account; and all other matters related to administration of services, and you agree to be bound by such practices. You agree that we are not responsible or liable for deactivation or deletion of accounts or for loss of e-mails, communications, postings, data or information as a result of, or arising out of, our administration of such services.
We assume no responsibility for the accuracy, integrity, quality completeness, usefulness or value of any content, data, documents, graphics, images, information, advice, or opinion contained in any e-mails, message boards, chat rooms or community services, or in any other public services, and do not endorse any advice or opinion contained therein. We do not monitor or control such services, although we reserve the right to do so. We may take any action we deem appropriate, in our sole discretion, to maintain the high quality of our service and to protect ourselves and others.
GuardOwl reserves the right to suspend a profile and/or account at any time, for any reason, at the sole discretion of GuardOwl. Further, GuardOwl reserves the right to block and/or control access to any part of the site from a user for any reason.
3. THIRD PARTY SITES
Your confidential use of this site cannot be guaranteed by us. We shall not be responsible for any harm that you or any person may suffer as a result of a breach of confidentiality in respect to your use of this site.
You may have an account and password. You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You must immediately notify us of any unauthorized use of your password or Account or any other breach of security.
We have taken steps and precautions to secure any information provided to us by you from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
In the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision will be final and binding on all parties.
6. REVISIONS, DISCLOSURES, AND NOTICES
We reserve the right to amend our Terms and Policies at any time with reasonable notice in the circumstances, by posting the revised version on our Platform or communicating it to you through the Services. The Revised Services will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Services constitutes your acceptance of such Revised Services. Any Dispute that arose before the changes will be governed by the Terms that were in place when the dispute arose.
7. LIMITATIONS OF DAMAGES
IN NO EVENT WILL WE, OUR OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT (INCLUDING WITHOUT LIMITATION, COST OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED PLATFORM, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES, ANY LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU ACKNOWLEDGE THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR US TO PROVIDE THE SERVICES, PLATFORM AND OTHER CONTENT AND MATERIALS.
All contents of this Platform are the property of GuardOwl, with all rights reserved. All copyrights, trademarks, and other intellectual property rights belong exclusively to GuardOwl. Any use of content belonging to GuardOwl without the express written permission of GuardOwl is strictly prohibited.
9. INTELLECTUAL PROPERTY RIGHTS OF OTHERS
We respect the copyright and trademark rights of others. Should you wish to express a concern regarding copyright and/or trademark infringement. Please contact us directly at firstname.lastname@example.org.
These Terms may be terminated or suspended at any time. We will take reasonable steps to notify you of suspension or termination. You may terminate your agreement to these terms through deactivation of your Account.
If the Terms are terminated or suspended by us or by you for any reason, any license or right granted under the Terms will end. We have the right, but not the obligation, to remove your information and any data received by your account and stored on our servers. We will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Terms, or for any deletion of your information or account data.
In addition to any payment obligations under, the following survive and remain in effect in accordance with their terms upon termination: Your Content, Intellectual Property Rights, Termination, Ownership, Indemnity, Representations and Warranties, No Warranties, Limitations of Liability and Damages, Third Party Products, Disputes, Binding Individual Arbitration, Governing Law, Limitations on Time to Initiate a Dispute, Assignment, Third Party Service and Links to Other Platforms, and Other Provisions.
No license or other similar right shall be construed from anything within this Platform. No part of this Platform, or any content found herein, shall be reproduced or copied in any manner.
You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of your use or misuse of this site, any services therein, or for infringement by you or others of intellectual property rights or other right of any third party. We may assume exclusive control of any defense or any matter subject to indemnification by you, and you agree to cooperate with us in such event.
13. BINDING ARBITRATION
You agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SQUARE.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules for that forum.
Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration so long as their matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in Dallas, Texas, or another mutually agreeable location.
The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. We will pay the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator.
For purposes of this arbitration provision, references to you and GuardOwl (The Platform) also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of Dallas, Texas, or federal court for the Northern District of Texas.
14. GOVERNING LAW
These Terms and any Dispute will be governed by Texas law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Texas, without regard to its choice of law or conflicts of law principles.
15. LIMITATIONS ON TIME TO INITIATE A DISPUTE
Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
16. OTHER PROVISIONS
These Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and GuardOwl regarding the Services. In the event of a conflict between these Terms and any other agreement or Policy, these Terms will prevail and control the subject matter of such conflict. If any provision of these Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term.
If you have any questions about this agreement, please contact us.