Terms & Conditions

Date of Last Revision: Tuesday, January 26, 2016

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE OR THE SERVICE.

These terms and conditions of use (“Terms of Use”) apply to your access to, and use of, the UpGuard, Inc. (“UpGuard”) corporate website, located at http://www.UpGuard.com and other associated properties (collectively, the “Sites”). These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with UpGuard, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use and to enter into any other agreements with respect to the services offered by UpGuard on the Site(s) (the “Service”) on such entity’s behalf, and that such entity agrees to indemnify you and UpGuard for violations of these Terms of Use.

UpGuard reserves the right to change or modify any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Sites, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Sites, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of these Sites following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Terms of Use and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Sites. If you do not agree to the amended terms, you must stop using the Sites.

If you have any question regarding the use of the Sites, please refer first to the support content on the Sites. All other questions or comments should be directed to support@UpGuard.com.

1. Privacy Policy

Please refer to our Privacy Policy for information on how UpGuard collects, uses and discloses personally identifiable information from its users.

2. Templates; License Terms

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 NONINFRINGEMENT 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.

3. Access to Data by Template Providers

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.

4. Template Submissions

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 Service 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 of Use. 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 of Use are subject to change without prior notice at any time, in UpGuard’s sole discretion, so you should review these Terms of Use 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 below) and will comply in all respects with the user conduct and content rules set forth in Section 10 below and as elsewhere provided on the Sites.

5. Copyright and Limited License

Unless otherwise indicated on the Sites, the Sites and all content and other materials on the Sites, including, without limitation, all templates, the UpGuard logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of UpGuard or its licensors or users and are protected by U.S. and international copyright laws.

You are granted a limited, non-sublicensable license to access and use the Sites, subject to these Terms of Use. Except as expressly provided otherwise in these Terms of Use or on the Sites, this license does not include, and you are expressly prohibited from: (a) the reproduction, distribution, modification, public performance, public display or other use of any templates or other Site Materials, except as expressly licensed under the License Terms or such other license agreement as you may enter into with the template Provider, UpGuard or other rights holder, (b) any use of the Site or the Site Materials for commercial use, except that you may use the Sites to submit and acquire licenses to the templates for business use; (c) modifying or otherwise making any derivative uses of the Sites and the Site Materials, or any portion thereof; (d) use of any data mining, scraping, robots or similar data gathering or extraction methods or automated means to access the Sites; or (e) any use of the Sites or the Site Materials other than for its intended purpose. Any use of the Sites or the Site Materials other than as specifically authorized herein, without the prior written permission of UpGuard, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

6. Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, UpGuard has adopted a policy of terminating, in appropriate circumstances and at UpGuard’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. UpGuard may also at its sole discretion limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

7. Copyright Complaints

If you believe that anything on the Sites infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

E-mail: support@UpGuard.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should also note that if you make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for all damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

8. Trademarks

UpGuard, the UpGuard logos and any other UpGuard product or service name or slogan contained in the Site are trademarks of UpGuard and may not be copied, imitated or used, in whole or in part, without the prior written permission of UpGuard. You may not use any metatags or any other “hidden text” utilizing “UpGuard” or any other name, trademark or product or service name of UpGuard without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of UpGuard and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Sites are the property of their respective owners. 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 by us.

9. Hyperlinks

You are granted a limited, non-exclusive right to create a text hyperlink to the Sites for noncommercial purposes, provided such link does not portray UpGuard or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use the UpGuard logo or other proprietary graphic of UpGuard to link to the Sites without the express written permission of UpGuard. Further, you may not use, frame or utilize framing techniques to enclose any UpGuard trademark, logo or other proprietary information, including the images found at the Sites, the content of any text or the layout/design of any page or form contained on a page on the Sites without UpGuard’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of UpGuard or any third party.

UpGuard makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Sites, or Web sites linking to the Sites. Such sites are not under the control of UpGuard and UpGuard is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. UpGuard provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by UpGuard of any site or any information contained therein. When you leave the Sites, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Sites.

10. User Content and Community Areas

The Sites involve the posting of user generated templates and may include discussion forums, chat rooms, blogs, comments and other interactive areas or services (“Community Areas”) in which you or other users create, post or store templates, comments, reviews, messages, materials, reviews, data, information, graphics, or other items or content on the Sites (“User Content”). You are solely responsible for your use of the Sites and the Community Areas and use them at your own risk. By submitting or posting any templates or other User Content to the Sites or in connection with the Service, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Sites any of the following:

a. User Content that contains any viruses, corrupted data, malicious code or other harmful, disruptive or destructive files
b. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
c. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
d. User Content that infringes or violates any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to post, distribute, display and reproduce such User Content;
e. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
f. Unsolicited promotions, political campaigning, advertising or solicitations;
g. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; and
h. User Content that, in the sole judgment of UpGuard, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Sites, or which may expose UpGuard or its users to any harm or liability of any type.

UpGuard takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is UpGuard liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Community Areas is at your own risk. As a provider of interactive services, UpGuard is not liable for any statements, representations or User Content provided by its users on the Site, including without limitation through the Service and in any public forum, personal home page or other Community Area. Although UpGuard has no obligation to screen, edit or monitor any of the User Content posted in any Community Area, UpGuard reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content (including templates) you post or store on the Site at your sole cost and expense.. Any use of the Community Areas or other portions of the Site in violation of this Section violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Community Areas and/or the Sites.

If you post or submit User Content to the Sites, then unless we indicate otherwise, you grant UpGuard and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, market, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant UpGuard and its affiliates the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site and grant any rights you grant therein; (b) the User Content is accurate and not misleading; and (c) the use and posting of the User Content as contemplated by these Terms of Use does not violate these Terms of Use or any applicable law, rule or regulation and will not infringe or violate any rights of, or cause injury to, any person or entity.

11. Reviews

The Sites allow you to post reviews of templates you have used, and to post comments on such reviews. Such reviews and comments will be posted under your name as submitted to UpGuard. If you do not want your name to appear with any reviews or comments, do not post any reviews or comments. To be useful to other users, those reviews and comments you post must be made in good faith after reasonable evaluation of the template. Therefore:

You may post only one review per template, unless the later review reflects a good-faith rating change based on further evaluation. If you post a review of, or comment on, your own template or have any other relationship in connection with such template or the template Provider, you must disclose your affiliation. You must follow all the User Content rules set forth in Section 10 above or on the Site. If you post a review of, or comment on, a competitor’s template, you must disclose your affiliation.

We reserve the right, in our sole discretion and for any reason at any time, to remove or edit any review or comment on the Sites.

Content unrelated to a review or comment of the relevant template – for example, discussing our employees, our business, or those of other companies, or unrelated products or services – is prohibited.

12. Registration Data; Account Security

In consideration of your use of the Sites, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of, and not disclose to any third party, your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to UpGuard, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to UpGuard.

13. Indemnification

You agree to defend, indemnify and hold harmless UpGuard, its independent contractors, service providers, users and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any templates or other User Content you post, store or otherwise transmit on or through the Sites or your use of the Community Areas , including without limitation any actual or threatened suit, demand or claim made against UpGuard and/or its independent contractors, service providers, users, employees, directors or consultants, arising out of or relating to the User Content, your conduct, your violation of these Terms of Use or your violation of the rights of any third party.

14. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY UpGuard, THE SITES AND THE SITE MATERIALS 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 TEMPLATES, INFORMATION, AND OTHER CONTENT AND MATERIALS ON OR ACCESSED THROUGH THE SITES. UpGuard DOES NOT REPRESENT OR WARRANT THAT THE SITES OR THE SITE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WHILE UpGuard ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITES SAFE, UpGuard CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITES OR OUR SERVER(S) ARE 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 Sites and any services offered through the Sites 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.

15. Limitation of Liability

IN NO EVENT SHALL UpGuard, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITES THE USER CONTENT OR THE OTHER SITE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM UpGuard, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO UpGuard’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UpGuard, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITES, THE TEMPLATES OR OTHER SITE MATERIALS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO UpGuard FOR THE TEMPLATES OR FOR ACCESS TO OR USE OF THE SITES.

16. Applicable Law and Venue

These Terms of Use and your use of the Sites shall be governed by and construed in accordance with the laws of the State of Delaware, applicable to agreements made and to be entirely performed within the State of Delaware, 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 Terms of Use shall be filed only in the state and federal courts located in The First State, Delaware 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 Terms of Use.

17. Termination

Notwithstanding any of these Terms of Use, UpGuard reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites, and to block or prevent future your access to and use of the Sites.

18. Severability

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

19. End User License Agreement

The UpGuard EULA can be downloaded here.

20. Questions & Contact Information

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

UpGuard Customers