These Terms of Service are between Guardz Cyber Ltd. and its affiliates (“Guardz”, “our”, “we” or “us”) and you on behalf of your employer or any other entity or organization which you represent (“Customer(s)” “you” or “your”). We offer to our Customers a cybersecurity platform for end-point protection across devices, users, and cloud applications, and other related services (the “Solution”). In addition, our website located at guardz.com and its subdomains (the “Website”), offers visitors information about our company, technology, and information concerning our Solution, as well as demos and trials of our Solution (if and to the extent Guardz 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 term “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.
By entering to, connecting to, accessing or using the Services, you acknowledge that you have read and understood these Terms of Service (the “Terms of Service”), including our Privacy Policy located at guardz.com (the “Privacy Policy”, and collectively with these Terms of Service, the “Terms”) and you agree to be bound by the Terms and to comply with all laws and regulations that apply to your use of the Services. These Terms together with the Order Form (if executed by the parties) form a legal agreement (“Agreement”) between Guardz and your organization.
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 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.
Any separate written agreement entered into between Guardz and Customer with respect to use and access to the Solution, shall take precedence over conflicting provisions in these Terms.
These terms govern your use of the Solution however they were acquired, including without limitation directly via the Guardz, or indirectly through a distributor, reseller, or other third party on its behalf authorized by Guardz (“Partner”). If Customer has purchased the subscription granted hereunder from a Partner, to the extent there is any conflict between these terms and the agreement entered between you and the respective Partner, including any purchase order (“Partner Order Form”), then, as between Customer and Guardz, these terms shall prevail. Any rights granted to you in such Partner Order Form which are not contained in these Terms, apply only in connection with such Partner. In that case, you must seek redress or realization or enforcement of such rights solely with such Partner and not Guardz. In this context, please note that: (I) we may grant access and administration privileges of our Solution to our Partners. This includes, but not limited to, the provision of permissions to manage, support and oversee aspects of the Solution in the provision of the services; and (ii) Guardz explicitly states that it does not assume liability for any actions taken by resellers, distributors, or other third parties in connection with support-related functions and account management, unless such actions have been explicitly instructed or authorized by Guardz.
1.1. Guardz Solution. The Guardz Solution is an online Software-as-a-Service (SaaS) platform. In order to use the Guardz Solution, Customer will need to provide Guardz with certain Customer’s internal operations data and information and thereby allow Guardz to collect, process and analyze such internal operations data, documents and information. Customer acknowledged and agreed that it (and not Guardz) has sole control over which information, or access are provided to Guardz.
1.2. Modification of the Services. Guardz 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, Guardz 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 Guardz (the “Guardz Customer Account”). To complete your Guardz 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 Guardz to receive and process your Customer Data (as defined below). We may allow the Customer’s Admin to invite other persons to join the Guardz Customer Account as users associated with the Guardz Customer Account (“End User(s)”), such persons will be required to first register to the Guardz Solution and open an End User account (“Guardz End User Account”). The term “Guardz Account” will refer to the Guardz Customer Account and/or the Guardz 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 Guardz Account and for all activities that occur under your Guardz 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 Guardz Account (including by any third party). We reserve the right to temporarily suspend or permanently terminate your Guardz Account if we determine that
you or anyone on your behalf is using your Guardz Account in a manner that violates these Terms.
2.3. Subscription Fee and Payment Method. To use the Solution, Customers must have Internet access, and pay the applicable Subscription fee in accordance with the Subscription plan you have chosen to enroll in (“Subscription Fee”). We may require you to execute an order form to allow you access or to subscribe to the Services (the “Order Form”), which may specify and include, among others, the Subscription Fee, the scope of the usage for the Solution, subscription plan and billing terms. An Order Form may be executed in various ways (as we deem appropriate), including by online forms executed electronically or agreed in writing (including via e-mail) that reflect the parties’ understanding with respect to the agreed scope of Subscription and Subscription Fee. The Customer is also 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 Guardz Account (“Payment Method”). Payment Method is processed by a third party service provider. 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 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/or increase the Subscription Fee upon renewal, following providing you prior notice, which changes will apply to your next Subscription billing.
2.4 Payment of Subscription Fee. Customer remains responsible for any uncollected Subscription Fees. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, Guardz may collect interest compounded daily commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law (whichever is lower). In the event the Subscription Fee remains unpaid thirty (30) calendar days or more from the payment due date, Guardz may, at its discretion, suspend access to the Solution until the Subscription Fee is paid in full and/or delete the Guardz Account. Customer shall be required to pay for all costs Guardz incurs in order to collect any past due amounts; These costs may include reasonable attorneys’ fees and other legal fees and costs.
2.5 Overuse. Any Subscription Fee paid in advance for a limited scope of usage (e.g., number of devices) shall be reconciled with the Customer’s actual usage at the end of each billing period. Guardz reserves the right to perform true-up reconciliation and charge for any such usage that exceeds the Subscription plan purchased by the Customer. Unless otherwise agreed in writing, the applicable pricing shall be based on Guardz’s then-current price list. If payment is not duly paid for said overuse, applicable interest will be applied and Guardz may suspend or terminate the Subscription, all in accordance with Section 2.4 above.
2.6. Subscription Term and Guardz Account Termination. The Subscription will continue until terminated by the Customer or Guardz. The Customer can terminate the Subscription at any time, and will continue to have access to the Guardz 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 Guardz Account and the permissions, rights and licenses granted to you under these Terms shall terminate. Guardz may terminate this Agreement and delete Customer’s Guardz Account by providing Customer notice before the lapse of Customer’s then-current Subscription plan. Unless Customer’s Subscription is terminated (either by Customer or Guardz) before the Subscription’s next billing date, the Subscription shall be automatically renewed for an additional period(s) of equal length to the previous Subscription period; Customer will be committed to paying the Subscription Fees for the next billing cycle and hereby authorizes Guardz to charge the applicable Payment Method with the applicable amounts. To terminate the Guardz Account and Subscription membership, follow the documented instructions for account deletion. For the avoidance of doubt, Customer will still be liable to pay any amounts committed under the applicable Subscription plan until the end of the then-current Subscription period, regardless of usage and/or termination of the account by Customer. Please note that terminating your account may cause the loss and/or unavailability of content, features, or capacity with regard to your Guardz account. Guardz shall not be liable in any way for such unavailability and/or loss.
2.7 Trial Subscription. Guardz may make the Solution (or any part of it) available to Customers for the purpose of evaluating the Solution for reduced fees or free of charge (“Trial Subscription”). The term of the Trial Subscription shall commence upon your first access to the Solution and continue until the earlier of (a) the end of the applicable Trial Subscription period agreed by the parties, (b) the start date of any Subscription to the Solution that Customer has purchased, or (c) termination of the Trial Subscription by Guardz for any reason, or for no reason at all, by sending you a termination notice with immediate effect. The Trial Subscription is provided by Guardz “as is” for limited evaluation and testing purposes only, and Guardz does not warrant that the Trial Subscription will operate without error or interruption. Guardz specifically disclaims all warranties, express or implied, including the implied warranties of merchantability, noninfringement, title, quality, accuracy, and fitness for a particular purpose.
3.1. Guardz 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, Guardz’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 Guardz 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 Guardz, Guardz 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 Terms and your compliance with applicable laws. Except as stated above, no other rights in the Solution or the Services are granted. The Subscription membership and Service accessed through the Guardz Account are for Customer’s internal business 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 Guardz 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 Guardz’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 Guardz with any suggestions, comments or other feedback relating to Guardz’s Services (collectively, “Feedback”), such Feedback is provided ‘As Is’ and is and will be deemed as the sole and exclusive property of Guardz and you hereby irrevocably assign to Guardz 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 Guardz and shall promptly inform Guardz 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. 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 Guardz’s warranties under these Terms, Guardz 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 Guardz is not the author or owner of any Third Party Components, and that Guardz 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.
5.1. Guardz Privacy Policy. We respect the privacy of our users and are committed to protecting the personal information you share with us or that we collect in connection with your use of the Services. In the scope of the provision of the Services, certain personal data may be collected, processed, stored, and analyzed. Such personal data may be obtained directly from End Users or Customer Admins (as data subjects) or from the Customer Admin or as part of the Customer Data provided by the Customer, all in accordance with the Privacy Policy.
5.2 Collection and Processing of Personal Data. Guardz and Customer hereby acknowledge and agree that to the extent any personal data (as such term is defined under any applicable law) is transferred by Customer to Guardz in connection with the Services (“Customer Personal Data”), then (i) the collection, use, and processing shall be in accordance with any applicable laws, including, data protection laws, (ii) Customer shall ensure to make all necessary disclosures and obtain all required consents under applicable laws, in order to transfer such Customer Personal Data to Guardz for the purposes of performance of this Agreement, (iii) Guardz shall comply with all applicable laws in connection with its use of such Customer Personal Data provided to it by the Customer in connection with this Agreement, and (iv) to the extent necessary under applicable law, Guardz and Customer shall enter into a Data Processing Addendum which shall govern the collection and processing of any such Customer Personal Data.
5.3. 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.
5.4. Use of Customer Data. You hereby grant Guardz 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.
5.5. Anonymous Cumulative Information. Without derogating from the foregoing, you hereby grant Guardz 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).
5.6. Deletion of Customer Data. Upon termination of the Services, whether by Customer’s request or at Guardz’s discretion and in accordance with these Terms, Guardz will delete any and all information provided by the Customer in accordance with these Terms and any analysis results provided by Guardz 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 Guardz’s service providers and contractors. Guardz will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Guardz 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. Term. This Agreement is effective upon (i) Customer’s acceptance of these Terms, or (ii) the effective date of an applicable Order Form, whichever occurs first, and ending upon the termination of the Subscription as set forth in Section 2 or Section 7.2 below.
7.2. Termination for Breach. Either party shall have the right to terminate this Agreement in the event that the other party is in breach of this Agreement, and such breach is not cured within fourteen (14) days of being provided with written notice and an opportunity to cure. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors.
7.3 Effect of Termination. Upon termination of this Agreement, (i) all subscriptions, rights and licenses granted herein provided hereunder shall terminate immediately; (ii) each party shall return to the other party or destroy all Confidential Information in its possession, custody, or control; and (iii) Customer shall remit in full all payments due to Guardz, accruing prior to the date thereof, according to this Agreement and all Order Forms. Sections 3, 4, 7, 8, 10, 12 and any other Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall continue to survive notwithstanding termination or expiry of this Agreement.
8.1. Guardz 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. Guardz and its affiliates, including any of their respective officers, directors, shareholders, employees, sub-contractors, agents, parent companies, subsidiaries and other affiliates (collectively, Guardz 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, obtained or generated in connection with your or any User’s use of the Services.
8.2. Guardz 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. Customer release, and agree, at your own expense, to indemnify, defend and hold harmless Guardz, 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 respect to damages arising from Guardz’s gross negligence or willful misconduct, and except where prohibited by law, in no event shall Guardz and/or any of Guardz’s 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 Guardz to perform under these terms, and any other act or omission of Guardz 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, Guardz 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, Guardz’s liability shall in no event exceed the fees paid by customer to Guardz 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 Guardz’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 Guardz’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 Guardz and/or any Guardz affiliates has been advised of the possibility of such liabilities and/or damages. For the avoidance of doubt, this Section 10 (“Limitation of Liability”) shall apply to any Subscription purchased through any of Guardz’s Partners.
11.1. Guardz 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 Guardz 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 New York, 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 New-York, NY.
12.3. Assignment. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms, without Guardz’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.
Latest Update 01/10/2024
