Platform Terms and Conditions
Effective from February 25th, 2022

UpGuard FAQ

UpGuard is a SaaS company providing third-party risk management, security ratings, data leak detection and management services. Our ratings are calculated with publicly available data collected using passive scanning techniques and displayed to our customers who purchased services (“Customer”) and Users (defined below) via our proprietary technology. We do not collect, store, process or otherwise use personal data (other than login credentials).

Nature of the Services The cybersecurity ratings provided by the platform are based only on information from publicly available sources, which are collected through a combination of our own scanning technology and trusted third-party data feeds. We do not use intrusive techniques or attempt to bypass security controls, nor do we have access to Customer or User systems. The cyber vendor risk management solution (“Vendor Risk”) provided by the Platform is designed to handle security-assessment related information which may be uploaded by third-party Users that are issued security assessment requests from other Users of the Platform. This information should be non-personal in nature. The Platform does not require any Users or Customers to provide, handle, process or store sensitive personal information, nor is the Platform designed to do so.

‍If you are a Customer or an individual that is authorized by a Customer to use the Platform, your use of the Platform is governed by the Agreement between UpGuard and Customer.

Platform Terms and Conditions

Effective February 25th, 2022

If you are not a Customer, these Platform Terms and Conditions (“Platform Terms”) govern your use of the UpGuard service platform (“Platform”). UpGuard, Inc and its subsidiary UpGuard Pty Ltd are referred to collectively as “UpGuard”, “we”, “us” or “our”. “You”, or “your”. “User” or “Users” refer to any person or entity using the Platform. 

The Website Terms and Conditions found here (“Website Terms” or “Website”) shall govern your use of UpGuard’s Website as a visitor to the Website (“Visitor”).

These Platform Terms apply in full force and effect your use of the Platform and by using the Platform, you expressly agree to and accept all the terms and conditions contained herein full. If you object or do not accept any of these Platform Terms, you should not use this Platform.


Privacy

Your use of the Platform is subject to UpGuard’s Privacy Policy.

Access to Platform

Right to Use. UpGuard grants Users a non-exclusive right to access the Platform solely to:

  1. Evaluate the Platform as part of a Trial/Proof of Concept;
  2. Respond to questionnaires or remediation requests from an UpGuard Customer; 
  3. View or Publish a Shared Profile.  

Restrictions. Except as necessary to use the Platform, Users shall not: (a) attempt to interfere with or disrupt the Platform or attempt to gain access to any systems or networks that connect thereto; (b) allow access to or use of the Platform by any other person; (c) copy or modify any portion of the Platform; (d) distribute, transfer, sublicense, lease, lend or rent any portion of the Platform to any third party; (e) alter or remove any proprietary notices in the Platform; (f) use the Platform for any unlawful purpose or in a manner to adversely affects the availability of the Platform or in contradiction of the documentation (available here); or (g) disclose to any third party or publish the results of any testing on the Platform.  User acknowledges and agrees that portions of the Platform constitute or contain trade secrets of UpGuard and its licensors.  Accordingly, User agrees not to disassemble, decompile or reverse engineer the Platform or permit or authorize a third party to do so, except to the extent such restrictions are prohibited by applicable law.  

Limited Rights. A User’s rights in the Platform will be limited to access expressly granted in these Platform Terms.  UpGuard reserves all rights and licenses in and to the Platform not expressly granted to Users under these Platform Terms.

Data and Information disclosed by Users. Any information entered on the Platform by a User is treated as confidential and will not be shared with other entities unless it has been provided in response to a questionnaire, remediation ticket, or is part of a User’s Shared Profile.  If information is entered on the Platform as part of a response to a questionnaire or a remediation ticket, UpGuard will only share this information with the Customer that has initiated the request. Any personal information collected by or provided to UpGuard will be treated in accordance with UpGuard’s privacy policy.

Trial/Proof of Concept. Any information entered on the Platform as part of a Trial/Proof of Concept can be deleted upon request via your UpGuard Account Executive or by contacting support@upguard.com. Please be aware that this excludes information provided to another entity in response to a questionnaire or a remediation ticket. 

Shared Profile. Users can create and publish a Shared Profile. Users can upload documentation such as questionnaires, certifications, policies and reports about their Company’s security practices and security posture. Users can configure who can access the information and data that is published on their Shared Profile and acknowledge that this is their responsibility, UpGuard will only share a User’s Shared Profile based on the access configuration that the User has established. For more information please click here.

Security. UpGuard is committed to securely managing your data. UpGuard is SOC 2, Type II certified, and undergoes certification on an annual basis. For more information about our security practices please click here.

Proprietary Information

The Platform, and all data and information accessed on the Platform and all Intellectual Property Rights therein or relating thereto, are and shall remain the exclusive property of UpGuard, its licensors, or its Customers. You acknowledge and agree that UpGuard may collect or receive usage data in connection with your use of the Platform and that such usage data is and will remain the sole and exclusive property of UpGuard. UpGuard may use the usage data for its business purposes, including, without limitation, to improve and market UpGuard’s products and services, provided that such data is not distributed or otherwise conveyed in a context that could reasonably identify you as its source.

Suggestions

You hereby grant to UpGuard a royalty free, non-exclusive, irrevocable, worldwide license to use any suggestions or feedback that you have provided to UpGuard relating to the Platform for its business purposes.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY UPGUARD, THE PLATFORM, INFORMATION, AND OTHER CONTENT AND MATERIALS ON OR ACCESSED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UPGUARD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORM, INFORMATION, AND OTHER CONTENT AND MATERIALS ON OR ACCESSED THROUGH THE PLATFORM. UPGUARD DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, INFORMATION, AND OTHER CONTENT AND MATERIALS ON OR ACCESSED THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WHILE UPGUARD ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE PLATFORM SAFE, UPGUARD CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

UpGuard reserves the right to delete or change any and all content contained in the Platform and any services offered through the Platform at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by UpGuard.

Limitations of Liability

UpGuard will not be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Platform Terms or from the use of or inability to use the Platform, information, and other content and materials on or accessed through the Platform, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not you or any other party has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will UpGuard’s total liability arising out of or in connection with these terms or from the use of or inability to use the services or content exceed one hundred dollars ($100). Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

Indemnification

You hereby indemnify to the fullest extent UpGuard from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Platform Terms.

Severability

If any provision of these Platform Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Platform Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Applicable Law and Venue

These Platform Terms and your use of the Platform shall be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Platform Terms shall be filed only in the state and federal courts located in California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Platform Terms.

Compelled Disclosure

We reserve the right to use or disclose your information if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or comply with a law, court order, or legal process.

Entire Agreement

These Platform Terms, including any legal notices and disclaimers contained on the Platform, constitute the entire agreement between UpGuard and you in relation to your use of the Platform, and supersede all prior agreements and understandings with respect to the same.

Copyrights and Trademarks

All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code, including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the foregoing present on the Platform is owned by or licensed to UpGuard. Such Content is protected by copyright, trademark and various other intellectual property and unfair competition laws.

Changes

UpGuard is permitted to revise these Platform Terms at any time as it sees fit, and by using the Platform, you are expected to review such Platform Terms on a regular basis to ensure you understand all terms and conditions governing use of this Website.

Questions and Comments

Questions or comments about the Platform may be directed to UpGuard at the email address support@upguard.com.


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