These Terms of Service are between Guardz Cyber Ltd. and its affiliates (“Company”, “our”, “we” or “us”) and you, either individually, or on behalf of your employer or any other entity or organization which you represent (“you” or “your”). We offer to our customers (“Customer(s)”) a cybersecurity platform for end-point protection across devices, users, and cloud applications, and other related services (the “Solution”), in addition to our website located at guardz.com and its subdomains, offers visitors (“Website”) information about our company, technology, and information concerning our Solution, as well as demos and trials of our Solution (if and to the extent Company makes them available). The Website together with the Solution and related services, except if specifically otherwise designated, shall be referred to herein as the “Services”.
The terms “User(s)” refer to: (I) Customer; (II) Customer’s admin-user of the Solution (“Customer’s Admin”) and (III) End Users (as such term is defined below) who access and/or to use the Services under Customer’s account. Each of the Users may access and use the Services in accordance with the terms and conditions hereunder.
Attention – please read these terms carefully before using the solution and/or services. If you do not agree to these terms, please do not enter, connect to, access or use the services and/or solution in any manner. If you use or access the services on behalf of your employer or any organization, you hereby represent, agree and acknowledge that (I) you have full legal authority to register to and use the services on behalf of your employer or organization and to bind your employer or organization to these terms; and (ii) these terms also constitute a biniding contract between your employer ororganization and company.
Any separate written agreement entered into between Company and Customer with respect to use and access to the Solution, shall take precedence over conflicting provisions in these Terms.
1.1. Company Solution. The Company Solution is an online Software-as-a-Service (SaaS) platform. In order to use the Company Solution, Customer will need to provide Company with certain Customer’s internal operations data and information and thereby allow Company to collect, process and analyze such internal operations data, documents and information. Customer acknowledged and agreed that it (and not Company) has sole control over which information, or access are provided to Company.
1.2. Modification of the Services. Company may continuously update its Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Company may at any time, in its sole discretion add or remove supported features and/or capabilities from the Solution. Customer’s sole remedy in the event of such changes shall be, where such changes reflect a material decrease in functionality, to terminate any affected subscription to the Solution.
2.1. Account Registration. In order to use the Services, Customer must register and open an account through the Website or as otherwise directed by Company (the “Company Customer Account”). To complete your Company Customer Account registration, we will require certain information which will include your name, organization name, e-mail and password as well as your consent for Company to receive and process your Customer Data (as defined below). We may allow the Customer’s Admin to invite other persons to join the Company Customer Account as users associated with the Company Customer Account (“End User(s)”), such persons will be required to first register to the Company Solution and open an End User account (“Company End User Account”). The term “Company Account” will refer to the Company Customer Account and/or the
Company End User Account, as the case may be.
2.2. Account Security. You are responsible for maintaining the confidentiality of the login credentials of your Company Account and for all activities that occur under your Company Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Company Account (including by any third party). We reserve the right to temporarily suspend or permanently terminate your Company Account if we determine that
you or anyone on your behalf is using your Company Account in a manner that violates these Terms.
2.3. Subscription Fee and Payment Method. To use the Solution you must have Internet access, and pay the applicable Subscription fee (“Subscription Fee”). Customer required to provide us with a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through Company Account (“Payment Method”). Payment Method is processed by a third party service provider. Unless the Customer terminates the Subscription before the billing date, Customer authorizes us to charge the applicable Subscription Fee for the next billing cycle through Payment Method. You remain responsible for any uncollected amounts. If payment is not successfully settled, and Company Account is not terminated, we may suspend your access to the Services until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Details can be found by contacting your Payment Method service provider. To the extent permitted by the applicable law, payments are non-refundable, and we do not provide refunds or credits for any partial Subscription membership periods or unused Services. We may change the Subscription plans and the Subscription Fee from time to time, following providing prior notice to you.
2.4. User Updates. If you wish to modify your Company Account information, or if you wish to terminate your Company Account, you may do so through your Account settings.
2.5. Subscription and Company Account Termination. The Subscription will continue until terminated by the Customer. The Customer can terminate the Subscription at any time, and will continue to have access to the Company Account through the end of the applicable billing period, and from that date, Customer (and End User, to the extent applicable), will no longer be able to access the Company Account and the permissions, rights and licenses granted to you under these Terms shall terminate. To terminate the Company Account and Subscription membership, go to the “Account” page and follow the instructions for termination. If you terminate the Subscription membership, your Company Account will automatically close at the end of your current billing period.
Note that terminating your account may cause the loss and/or unavailability of content, features, or capacity with regard to your company account. Company shall not be liable in any way for such unavailability and/or loss.
3.1. Company Intellectual Property. Any proprietary and intellectual property rights in and to the Solution and the Website including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof (the “Content”) and related materials, Company’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback as defined herein, are
owned and/or licensed to Company or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under Federal and state United States law, Israel law, foreign laws and international conventions.
3.2. Your Use Rights. Subject to your compliance with these Terms, and unless otherwise agreed in writing between you and Company, Company grants you a limited, worldwide, non-exclusive, non-assignable, not-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, license, to access and use the Website and where you have purchased a subscription to use and access the Solution (a “Subscription”) in the scope of such Subscription, all solely for Customer’s internal business purposes, in accordance with these Terms. Except as stated above, no other rights in the Solution or the Services are granted. The Subscription membership and Service accessed through the Company Account are for your personal and non-commercial use only and may not be shared with individuals or entities beyond your Subscription plan.
3.3. Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Website and/or the Solution, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Company and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Website and/or the Services, (iii) create a browser or border environment around the Website, and/or Solution, link, including in-line linking, to elements on the Website or Solution, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any illegal conduct and/or any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the Content in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate these Terms. You hereby agree that upon Company’s request you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of these Terms.
3.4. Feedback. In the event that Users provide Company with any suggestions, comments or other feedback relating to Company’s services (collectively, “Feedback”), such Feedback is provided ‘As Is’ and is and will be deemed as the sole and exclusive property of Company and you hereby irrevocably assign to Company all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise preclude from providing to Company and shall promptly inform Company as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
3.5. Third Party Components.
3.6. The Services may use or include third parties products, services, software, files, and components that are subject to third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgments and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. Without derogating form Company’s warranties under these Terms, Company disclaims all liability related to any Third Party Components utilized in the Services. You acknowledge that we are not responsible for the products and services provided by such third parties, and that the Company is not the author or owner of any Third Party Components, and that Company makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components.
4.1. Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use of the Services or the Solution in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and
cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein.
5.2. Authorization to share Customer Data. You hereby represent and warrant that you have the full right, permissions, and consents to use and share any data and information you make available to us through the Services (together “Customer Data”) under these Terms.
5.3. Use of Customer Data. You hereby grant Company a non-exclusive, non-assignable, non- transferable license to use Customer Data you made available to us in the scope of your use or access to the Services (including for the collection storage, processing, analysis, display, transfer and creation of derivatives, thereof) for the purpose of providing the Services to you and to the organization with which your account is associated, as contemplated hereunder.
5.4. Anonymous Cumulative Information. Without derogating from the foregoing, you hereby grant Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Customer Data that has been anonymized and that cannot be used to identify or otherwise understood to be related to you or to the organization with which your account is associated with or third party, for the purpose of internal research or otherwise improving or enhancing the Services (or any part thereof).
5.5. Deletion of Customer Data. Upon termination of the Services, whether by Customer’s request or at Company’s discretion and in accordance with these Terms, Company will delete any and all information provided by the Customer in accordance with these Terms and any analysis results provided by Company to Customer as part of the Services.
6.1. The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Company’s service providers and contractors. Company will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Company does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or will otherwise be error-free.
7.1. You must be at least eighteen (18) years of age to use the Services. By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; or (ii) that you are the legal guardian of the User under the age of eighteen (18) and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms; (iii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is in compliance with any and all applicable laws and regulations.
8.1. Company does not warrant or make any representations regarding the use, the inability to use or operate, or the results of the use or operation of the services (or any part thereof). The services and the solution, including without limitation any content, materials, data and information made available therethrough or related thereto, are provided on an “as is” and “as available” basis, without any warranties of any kind, express or implied, including warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose or use. Company and its affiliates, including any of their respective officers, directors, shareholders, employees, sub-contractors, agents, parent companies, subsidiaries and other affiliates (collectively, company affiliates”), jointly and severally, disclaim and make no representations or warranties as to the usability, accuracy, quality, availability, reliability, suitability, completeness, legality, truthfulness, usefulness, or effectiveness of the services and of any content, data, results, or other information available, obtaine or generated in connection with your or any user’s use of the services.
8.2. Company does not warrant that the operation of the services, solution and/or website is or will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations. You agree and acknowledge that the use of the services and/or website, is entirely, or otherwise to the maximum extent permitted by applicable law, at your own risk.
9.1. You release, and agree, at your own expense, to indemnify, defend and hold harmless company, our officers, directors, employees, agents and affiliates, from all liabilities, claims, alleged claims, loss and damages (of every kind, whether known or unknown and suspected or unsuspected), and including reasonable attorney’s fees related in any way to: (I) your breach of any term or condition of these terms, (ii) your use of, reliance on or access to the services; (iii) any rights of a third party with regard to your customer data, including privacy or intellectual property rights. We will provide you with written notice of such claim, suit or action and we will allow you to assume the exclusive defense and control of any matter subject to indemnification by you hereunder as long as you conduct such defense diligently.
10.1. Except with repsect to damages arising from company’s gross negligence or willful misconduct, and except where prohibited by law, in no event shall company and/or any of the company affiliates be liable for any damages whatsoever, including direct, indirect, special, incidental or consequential damages of any kind, resulting from or arising out of the services, use or inability to use the services, failure of the services to perform as expected, loss of goodwill, loss of data or profits, the performance or failure of company to perform under these terms, and any other act or omission of company by any other cause whatsoever, including without limitation damages arising from the conduct of any users.
10.2. If, notwithstanding the other provisions of these terms, company is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the services, company’s liability shall in no event exceed the fees paid by customer to company under applicable order form during the twelve (12) months period immediately preceding the date on which the cause of action arose, and if no fees were charged, then company’s liability shall not exceed $1,000 usd. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you. In any case no action may be brought by you in connection with the services more than one (1) year after the accrual of such cause of action.
10.3. The limitations, exclusions and disclaimers in this section shall apply to all claims for damages, whether based in an action of contract, warranty, strict liability, negligence, tort, or otherwise. You hereby acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for company’s provision of the services to you, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy, and even if company and/or any company affiliates has been advised of the possibility of such liabilities and/or damages.
11.1. Company may change these Terms from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes to these Terms on the homepage of the Website and/or we will send you notifications regarding such changes to the e-mail address available in your Company Account information. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
12.1. Relationship of the Parties. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
12.2. Governing Law and Jurisdiction. Any claim relating to the use of the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be
brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv, Israel.
12.3. Assignment. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms, without Company’s prior express written consent. We may assign our rights and/or obligations hereunder and/or transfer ownership rights in the Solution and Services (or any part thereof) to a third party without your consent or providing any prior notice.
12.4. Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
12.5. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
12.6. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.