We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Site after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Site anymore. We may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.
You may use the Site only if you are 18 years or older, are capable of forming a binding contract with UpGuard) and are not barred from using the Site under applicable law.Registration and Your Information
If you want to use the UpGuard services you’ll have to create an account (“Account”). You can do this via the Site. You agree to keep your Account credentials accurate and up to date and that you won’t disclose your Account log in credentials to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
We welcome feedback, comments and suggestions for improvements to the Site (“Feedback”). You can submit Feedback by emailing us at support@UpGuard.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
UpGuard and its licensors exclusively own all right, title and interest in and to the Site, including all associated intellectual property rights. You acknowledge that the Site is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site.
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Site; and (ii) “User Content” means any Content that a user (including you) provides to be made available through the Site. Content includes without limitation User Content.
UpGuard does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, UpGuard and its licensors exclusively own all right, title and interest in and to the Site and Content, including all associated intellectual property rights. You acknowledge that the Site and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Content.
By making any User Content available through Site you hereby grant to UpGuard a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Site and Content to you and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Site, nor any use of your User Content by UpGuard on or through the Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. UpGuard is not responsible or liable in any manner for any User Content made available through the Site.
Subject to your compliance with these Terms, UpGuard grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Site and solely for your personal and non-commercial purposes.
Templates are sharable software files that contain executable code posted on the Site by UpGuard or by other users (the “Template Provider”) that are made available to you for download on the license terms specified by the template Provider (the “License Terms”). Please read the License Terms carefully before downloading or otherwise accessing the template. You understand and agree that by downloading or otherwise accessing a template, you are agreeing to the License Terms, and your use of such template is subject to, and governed by, such License Terms. Any use of templates other than in accordance with the License Terms is unlicensed and unauthorized and may also violate the copyright, trademark and other rights of the Template Provider. You also understand and agree that such license is entered into with the Template Provider, and not with UpGuard, and that your use of the Template and your business dealings with the template Provider are solely between you and such Template Provider. UpGuard is not responsible or liable in any manner for any templates or for any loss, harm or damage of any sort that may be incurred as the result of your downloading or use of any templates or your dealings with any Template Providers. UpGuard DOES NOT REVIEW, CONTROL, SCREEN, ENDORSE OR ADOPT ANY THIRD PARTY TEMPLATES OR OTHER CONTENT POSTED BY THIRD PARTIES AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO SUCH THIRD PARTY TEMPLATES OR CONTENT, INCLUDING WITHOUT LIMITATION THE ACCURACY, COMPLETENESS, APPROPRIATENESS, SAFETY, LEGALITY OR NON INFRINGEMENT THEREOF. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL USE OF ANY THIRD PARTY TEMPLATES OR CONTENT IS AT YOUR OWN RISK. If you have any questions about a template from a third-party Template Provider, you should direct your questions to the Template Provider.
If you download or otherwise access a template, it is possible that such template may transmit your data outside of UpGuard systems during normal use, and the providers of those applications may be able to obtain access to your data through the UpGuard.com application programming interface (API). We do not control this access, and it is possible that may result in the disclosure, use, modification or deletion of your data by those Template Providers or their templates. Further, the Template Provider and its agents and partners may collect and use data pertaining to your configuration and use of the application. UpGuard is not responsible for any transmission, collection, disclosure, modification, use or deletion of your data, as described in this paragraph, by or through third-party templates or Template Providers.
By posting or otherwise submitting templates to UpGuard, you acknowledge and agree that you are (a) licensing the template on a royalty-free basis to users of the Site who download your template in accordance with the License Terms you post in connection with the template (which terms may not require the payment of compensation of any kind); and (b) bound by, the terms and conditions set forth in the these Terms. You grant to UpGuard the royalty-free right and license to host, display, market, promote, publish, and distribute your templates in any manner or media on or off the Site, including without limitation in the marketing of UpGuard and the Site. You acknowledge and agree that nothing set forth in the License Terms shall limit the rights of UpGuard under the foregoing license or create any additional obligations in connection with UpGuard’s exercise of its rights under the license granted herein. These Terms are subject to change without prior notice at any time, in UpGuard’s sole discretion, so you should review these Terms each time you make a submission for the terms and conditions applicable to such template. UpGuard may refuse to post or may delete your templates at any time in its sole discretion. UpGuard is not responsible or liable in any manner for any use or misuse of your templates by its users or any third party. You understand and agree that templates you submit are User Content (as defined above) and will comply in all respects with the user conduct and content rules provided on the Sites.
You agree not to do any of the following:
We may terminate your access to and use of the Site, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@UpGuard.com. Upon any termination, discontinuation or cancellation of your use of the Site or your Account, all provisions of these Terms which by their nature should survive will survive, including, as appropriate, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
THIS SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any content on the Site.
You will indemnify and hold harmless UpGuard and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Site or (ii) your violation of these Terms.
NEITHER UpGuard NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UpGuard 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. 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.
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 SITE EXCEED: (i) THE AMOUNTS YOU HAVE PAID TO UpGuard FOR USE OF THE SITE; OR (ii) ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO UpGuard.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UpGuard AND YOU.
These Terms and any action related thereto will be governed by laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to these Terms will be brought exclusively in the state or federal courts located in the Northern District of California in San Francisco County. The parties hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.
These Terms constitute the entire and exclusive understanding and agreement between UpGuard and you regarding the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between UpGuard and you regarding the Site. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without UpGuard’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. UpGuard may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by UpGuard under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
UpGuard’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of UpGuard. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Site, please contact us at privacy@UpGuard.com, or by mail at UpGuard Inc., 548 Market Street, San Francisco, CA 94194.