DIGIGUARD Terms of Use

Last Updated: July 8, 2020

1. INTRODUCTION

Please read this page carefully. It contains the terms and conditions. Welcome to the DIGIGUARD INC website located at www.digiguardsecurity.com together with any materials and services available therein, and successor site(s) thereto, (the "Site"), which is operated by DIGIGUARD SECURITY (“DIGIGUARD” or "we" or "us"). These Terms of Use ("Terms") state the terms and conditions governing your use of and access to the Site and constitute a legally binding contract between you and DIGIGUARD SECURITY provided by DIGIGUARD SECURITY or one of its divisions (collectively, "DIGIGUARD"). PLEASE REVIEW THESE TERMS CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE SITE CONSTITUTES YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THESE TERMS. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THESE TERMS, THEN YOU MUST NOT USE OR ACCESS THE SITE. These Terms and Conditions are effective as of September 1, 2019. We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised terms through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. The "Last Updated" legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); or offer opportunities to some or all Site users. It is your responsibility to ensure that your use of the Site complies with these Terms of Use and all applicable laws. By using this Site, you represent, warrant and agree that you are at least 18 years of age or older.

2. BINDING AGREEMENT

These Terms and Conditions (as they may be amended from time to time) by DIGIGUARD form a binding agreement (the "Agreement") between you and DIGIGUARD. By using the Site, you affirm that you are of legal age to enter into these Terms. If you are an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an "Organization"), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to "you" and "your" in these Terms will refer to both the individual using the Site and to any such Organization. The Site is DIGIGUARD to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site's availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

3. LICENSE

Subject to and conditioned on your compliance with these Terms, DIGIGUARD grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to access and use the Site, and to download copies of the materials that we make available for download on the Site, in each case solely for your personal and non-commercial use.

The Site, including all content, information, and materials incorporated into or made available through the Site, is the exclusive property of DIGIGUARD or its partners and providers, and is protected by U.S. and international law. You agree not to access or use the Site, or any content, information, or materials incorporated into or made available through the Site, except as expressly permitted under these Terms. Without limitation, you may not reproduce, modify, display, sell, or distribute the content or DIGIGUARD materials, or use them in any other way for public or commercial purpose. Notwithstanding anything to the contrary contained herein, this prohibition includes: (a) copying or adapting the HTML code used to generate web pages on the Sites; (b) using or attempting to use engines, manual or automated software, tools, devices, agents, scripts, robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, "scrape," "crawl," or "spider" any web pages or any Services provided on the Sites other than the search engine and search agents available from DIGIGUARD on such DIGIGUARD Sites and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); and (c) aggregating, copying or duplicating in any manner any of the content or information available from any of the DIGIGUARD Sites, without the express written consent of DIGIGUARD.

All trademarks, service marks, and logos displayed on the Site (the "Marks") are the exclusive property of DIGIGUARD or their respective third-party owners. Except for your right to view Marks on our Site, you are not granted any rights to the Marks. Nothing in the Site grants, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Site.

4. USER SUBMISSIONS

The Site includes functionality to enable you to upload your résumé and/or other employment-related and career-related information, and may also enable you to submit comments and materials through interactive features such as message boards and other forums, and chatting, commenting and other messaging functionality (all such résumés, information, comments, and materials are "Submitted Materials"). For clarity, you retain ownership of your Submitted Materials. You hereby grant DIGIGUARD a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third-party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submitted Materials, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials ("Feedback Submission"), please be specific in your comments and do not submit creative ideas, inventions, suggestions, or materials. If, despite this notice, you send DIGIGUARD creative suggestions, ideas, drawings, concepts, inventions, or other information, you understand and agree that the Feedback Submission shall become the property of DIGIGUARD. Your Feedback Submissions and any associated items submitted, shall not be subject to any obligation of confidentiality on DIGIGUARD’s part, and DIGIGUARD will not be liable for any use or disclosure of any Feedback Submission. DIGIGUARD shall exclusively own all now known or later discovered rights to the Feedback Submission and shall be entitled to unrestricted use of the Feedback Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submitted Materials, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third-party. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

DIGIGUARD may (but has no obligation to) screen, monitor, evaluate and remove any Submitted Materials at any time and for any reason, or analyze your access to and use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

For clarity, certain information that you provide to DIGIGUARD through the Site may also be governed by DIGIGUARD Privacy Policy, located at https://digiguardsecurity.com/privacy-policy.html (the "Privacy Policy"). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed. Nothing on the Site shall be considered an endorsement, representation or warranty with respect to you or any third-party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise. Please note, as set forth in the Privacy Policy, that DIGIGUARD may collect certain your information and may contact you periodically in accordance with the terms of the Privacy Policy. In addition, DIGIGUARD reserves the right to comply, in its sole discretion, with legal requirements, requests from law enforcement agencies or requests from government entities, even to the extent that such compliance may require disclosure of your personal Information. In addition, third parties may retain cached copies of your information.

5. SECURITY RULES

In connection with the Site, you agree NOT to:

6. ACCOUNT and PASSWORD

You may need to register for an account to use all or portions of the Site. We may reject, or require that you change, any username, password or other information that you provide to us in registering. You, and not DIGIGUARD are responsible for any use or misuse of your username or password. It is your sole responsibility to (a) maintain the confidentiality of your account login and password; (b) frequently update and revise your password; and (c) promptly notify DIGIGUARD if there is any unauthorized use of your account or any breach of security.

7. THIRD-PARTY CONTENT and LINKS

The Site may make available or provide links to third party websites, content, or information ("Third-Party Materials"). DIGIGUARD does not control and is not responsible for any Third-Party Materials. The availability of any Third-Party Materials on the Site does not imply endorsement of, or affiliation with the provider of Third-Party Materials. Your use of Third-Party Materials is at your own risk.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless DIGIGUARD and its affiliates, officers, directors, agents, and employees from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys' fees) arising out of or relating to your access to or use of, or activities in connection with, the Site (including any Submitted Materials), or your violation or alleged violation of these Terms or the Privacy Policy>.

9. WARRANTY DISCLAIMER and LIMITATION OF LIABILITY THE SITE IS PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. DIGIGUARD, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. DIGIGUARD SECURITY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE.

While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Site.

You must use your own judgment in evaluating any Third-Party Materials. DIGIGUARD DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, DIGIGUARD IS NOT RESPONSIBLE FOR THOSE COSTS.

IN NO EVENT SHALL DIGIGUARD (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR PARTNERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH SERVICES OR THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITES AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DIGIGUARD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN DIGIGUARD’S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.

DIGIGUARD makes no representations or guarantees regarding the Content of the Site, including, but not limited to, broken links, inaccuracies or typographical errors.

DIGIGUARD MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINESS OF THE SERVICES IN MEETING YOUR OBJECTIVES.

IN NO EVENT SHALL DIGIGUARD (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF USD$200.00 YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE.

10. TERMINATION

DIGIGUARD may terminate or suspend your access to the Site at any time, with or without cause or notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, (a) your right to access and use the Site will immediately cease; (b) DIGIGUARD may immediately deactivate or delete your user name, password and account; (c) DIGIGUARD will be under no obligation to maintain or provide you with access to any materials associated with your account (including Submitted Materials), and may retain or delete such materials in DIGIGUARD’s sole discretion; and (d) except for the license granted to you to access and use the Site, the remaining provisions of these Terms will survive and continue in effect.

11. NOTICE OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to DIGIGUARD a written notice by mail, e-mail or fax, requesting that DIGIGUARD remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to DIGIGUARD a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.

See http://www.copyright.gov for details. Notices and counter-notices must be sent in writing to:
Copyright Agent
DIGIGUARD INC
Attn: Legal Department
1001 Avenue of the Americas
12th Floor
New York, NY 10018

Email: webmaster@digiguardsecurity.com

Phone: 833-33-CYBER (833) 332-9237

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice. Please also note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

12. GOVERNING LAW; JURISDICTION

These Terms are governed by and will be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in New York County, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.

13. INFORMATION or COMPLAINTS

If you have a question or complaint regarding the Site, please send an e-mail to webmaster@digiguardsecurity.com. You may also contact us by writing to:

DIGIGUARD
Attn: webmaster
1001 Avenue of the Americas
12th Floor
New York, NY 10018

Please note that e-mail communications will not necessarily be secure; accordingly, you should not include sensitive information in your e-mail correspondence with us.

14. GENERAL

These Terms of Use do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and DIGIGUARD. If any provision of these Terms of Use is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms of Use without restriction. No waiver by either party of any breach or default under these Terms of Use will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in these Terms of Use will be construed as if followed by the phrase "without limitation." These Terms of Use, including any terms and conditions incorporated herein, constitute the entire agreement between you and DIGIGUARD relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and DIGIGUARD relating to such subject matter. Notices to you (including notices of changes to these Terms) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. DIGIGUARD will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. DIGIGUARD makes no claims that the Site content is appropriate or may be downloaded outside of the United States. Access to the Site content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Sites. If you access DIGIGUARD from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement or your Service Activation Agreement shall lie exclusively with the state or federal courts in the State of New York, County of New York. The sole relationship between you and DIGIGUARD is that of independent contractors.

Any use of this Site will be considered acceptance by you of the then-current Terms of Use (including any exhibits thereto) contained on the Site. If at any time you find the Terms of Use unacceptable, you must immediately cease all use of the Site. Any new or different terms supplied by you are specifically rejected by DIGIGUARD unless DIGIGUARD agrees to them in a signed writing specifically including those new or different terms.

DIGIGUARD is the sole interpreter of the Site's intended and acceptable use.