DocuGuardian Terms of Service
This DocuGuardian Terms of Service (this “Agreement“) is a binding contract between you (“Member,” “you,” or “your“) and DocuGuardian, Inc. (“DocuGuardian,” “we,” or “us“). This Agreement governs your access to and use of the Services.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
THIS AGREEMENT TAKES EFFECT WHEN YOU SCROLL THROUGH THE TERMS OF THIS AGREEMENT AND IN THE SIGNATURE FIELD AT THE END OF THE PRESENTATION OF THESE TERMS YOU SIGN THE AGREEMENT ELECTRONICALLY AND CLICK THE ADJACENT “ACKNOWLEDGE” BUTTON OR BY OTHERWISE ACCESSING OR USING THE SERVICES (the “Effective Date“). BY CLICKING ON THE “ACKNOWLEDGE” BUTTON BELOW OR BY OTHERWISE ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU ARE EIGHTEEN YEARS OF AGE OR OLDER; (C) REPRESENT AND WARRANT THAT YOU ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW; AND (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO OR ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
(i) Abuse. You may not use the Services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including for example:
- Unauthorized access to or use of data, systems, or networks, including any attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
- Monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
- Interference with service to any user of the Services or other network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system, and broadcast attacks;
- Use of an Internet account or computer without the owner’s authorization;
- Collecting or using e-mail addresses, screen names, or other identifiers without the consent of the person identified (including, without limitation, phishing, Internet scamming, password robbery, spidering, and harvesting);
- Collecting or using information without the consent of the owner of the information;
- Use of any false, misleading, or deceptive TCP-IP packet header information in an e-mail or a newsgroup posting;
- Use of the service to distribute software that covertly gathers information about a user or covertly transmits information about the user;
- Use of the service for distribution of advertisement delivery software unless: (i) the user affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (ii) the software is easily removable by use of standard tools for such purpose included on major operating systems; or
- Any conduct that is likely to result in retaliation against the Services, DocuGuardian, its network or website, or DocuGuardian’s employees, officers, or other agents, including engaging in behavior that results in any server being the target of a denial of service attack (DoS).
(ii) Vulnerability Testing. You may not attempt to probe, scan, penetrate, or test the vulnerability of a DocuGuardian system or network or to breach DocuGuardian’s security or authentication measures, whether by passive or intrusive techniques, without DocuGuardian’s express written consent.
- constitutes, depicts, fosters, promotes, or relates in any manner to child pornography, bestiality, or non-consensual sex acts;
- is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
- is unfair or deceptive under the consumer protection laws of any jurisdiction;
- is defamatory or violates a person’s privacy;
- creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement;
- improperly exposes trade secrets or other confidential or proprietary information of another person or entity;
- is intended to assist others in defeating technical copyright protections;
- infringes on another person’s or entity’s copyright, trade or service mark, patent, or other property right;
- promotes illegal drugs, violates export control laws, relates to illegal gambling or illegal arms trafficking;
- is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to DocuGuardian; or
- is otherwise malicious, is otherwise fraudulent, or may result in retaliation against the Services or DocuGuardian by offended viewers.
- you have been expressly authorized by the owner of the copyright for the work to copy the work in that manner; or
- you are otherwise permitted by established copyright law to copy the work in that manner.
It is DocuGuardian’s policy to suspend or to terminate in appropriate circumstances in its sole discretion the Services with respect to Members who infringe copyrights.
(b) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access used or provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.
(c) Member Data. You hereby grant to DocuGuardian a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Member Data and perform all acts with respect to the Member Data as may be necessary for DocuGuardian to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, prepare derivative works, and otherwise use and display Member Data incorporated within the Aggregated Statistics. You will ensure that Member Data and any Authorized User’s use of Member Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Member Data.
(d) Safeguarding Passwords and Access Credentials. You are solely responsible for keeping confidential your passwords and access credentials associated with the Services. You will not sell or transfer them to any other person or entity. You will access the Services using properly secured computer networks. You will not access the Services using public computers, including without limitation public libraries or similar public institutions and spaces; and if you do so, you assume all risk and liability for loss or damage to the Services, your DocuGuardian account, and Member Data resulting from such public access, including for example, from failing to log out of your DocuGuardian account. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(e) Appointing Designees. You are solely responsible for appointing and granting access levels to designees to your account through the Services in accordance with this Agreement and the Documentation. You assume all of the risk and liability for failing to appoint such designees through the Services, including without limitation the risk of eventual loss and destruction of Member Data. In addition to appointing Designees for the reporting of Member’s death and account access, you may designate an Authorized Representative to assist you in managing your account. You assume all responsibility for the actions and omissions of your Authorized Representative and agree that their actions will be considered your own under this Agreement. You may revoke this authorization at any time through your account settings.
(f) Third-Party Services. The Services may permit access to Third-Party Services. For purposes of this Agreement, such Third-Party Services are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Services, then you should not download, access, or use such Third-Party Services.
(g) Member Responsibilities. DocuGuardian provides support for Members with accessibility needs. If you require assistance, you may contact our support team for help setting up an Authorized Representative who can assist you with your account. By authorizing such assistance, you acknowledge and accept that the Authorized Representative will have access to your account and data as specified in this Agreement.
Member shall pay DocuGuardian the fees and charges as described in the terms and conditions of the particular plan and order form that we presented to you and that you selected and accepted when you signed up for the Services at DocuGuardian.com. Such terms and conditions are part of the Documentation and are incorporated by reference into this Agreement just as if they had been fully set forth in this Agreement (“Fees“).
(a) Prepaid and Recurring Fees. For most DocuGuardian plans, we charge recurring monthly and/or annual Fees. We condition your access to the Services on your prepayment of the applicable Fees, including without limitation any recurring Fees.
(b) Payment Method and Authorization. Member is solely responsible for maintaining their DocuGuardian account with accurate and current payment method information. THROUGHOUT THE TERM OF THIS AGREEMENT YOU AUTHORIZE DOCUGUARDIAN AND/OR ITS THIRD-PARTY PAYMENT PROCESSOR TO CHARGE ALL FEES, INCLUDING AUTOMATICALLY RECURRING FEES, TO THE PAYMENT METHOD ASSOCIATED WITH YOUR ACCOUNT. WHERE YOU HAVE PURCHASED A PLAN WITH RECURRING FEES AND YOU NO LONGER WISH US OR OUR PAYMENT PROCESSOR TO AUTOMATICALLY CHARGE THE PAYMENT METHOD ASSOCIATED WITH YOUR DOCUGUARDIAN ACCOUNT, YOU MUST CANCEL YOUR PLAN AS SET FORTH BELOW. DocuGuardian reserves the right to suspend and/or terminate the Services if you fail to pay Fees or our Third-Party Payment Processor is unable to process your payment.
(c) Changes in Pricing. DocuGuardian reserves the right to change pricing for your plan at any time upon sixty (60) days’ notice. We will provide such notice by posting through the Services or emailing you at the email address associated with your DocuGuardian account.
(d) Cancellation; No Refunds. All Fees are prepaid and are nonrefundable. You may cancel your DocuGuardian plan at any time by clicking the cancel account button in the Billing & Subscriptions Settings menu. ALTHOUGH YOU MAY CANCEL YOUR DOCUGUARDIAN PLAN BEFORE THE END OF THE THEN CURRENT APPLICABLE PLAN TERM, YOU REMAIN RESPONSIBLE FOR THE FEES FOR THE ENTIRE PLAN TERM, REGARDLESS OF THE DATE OF CANCELLATION. FEES YOU HAVE ALREADY PAID ARE NONREFUNDABLE.
When DocuGuardian collects or receives personally identifiable information in connection with providing the Services, we comply with our privacy policy, available at http://www.docuguardian.com/privacy (“Privacy Policy“). The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services, Documentation, and DocuGuardian Content, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Member Data. If you or any Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your agents and representatives to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
You understand that while DocuGuardian meets or exceeds industry standards for the protection of Member Data and your access to the Services, we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and safeguards to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED THROUGH THE SERVICES, OR ON ANY WEBSITE LINKED TO THE SERVICES.
YOUR USE OF THE SERVICES, DOCUGUARDIAN CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH DOCUGUARDIAN IS SOLELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” AND DOCUGUARDIAN SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DOCUGUARDIAN SPECIFICALLY DISCLAIMS WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ANY WARRANTIES CONCERNING THE TIMELINESS, USEFULNESS, RELIABILITY OF ANY OPINION, ADVICE OR OTHER CONTENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. DOCUGUARDIAN MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Disclaimers of Professional Services, Opinions and/or Advice.
You understand that DocuGuardian is a technology service platform and is not a licensed medical, legal, financial, or other professional of any kind. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES SHOULD NOT BE USED AS A SUBSTITUTE FOR THE ADVICE OF COMPETENT LEGAL COUNSEL, MEDICAL PROFESSIONAL, FINANCIAL ADVISOR, AND/OR ANY OTHER LICENSED PROFESSIONAL. YOUR USE OF THE SERVICES IS CONDITIONED ON THE UNDERSTANDING THAT THE SERVICES ARE NOT OFFERED AS LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE ON ANY MATTER. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS, RULES, AND REGULATIONS, AND YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY ASSESSING AND/OR FOLLOWING ANY SUCH PROFESSIONAL ADVICE OBTAINED OR RECEIVED THROUGH THIRD-PARTY SERVICES.
9. Indemnification.
(a) Term. The term of this Agreement begins on the Effective Date and continues until Member’s DocuGuardian plan has been canceled or terminated in accordance with the terms and conditions of this Agreement.
(b) Termination. Without limiting any of its rights under this Agreement, DocuGuardian may terminate this Agreement for any reason upon thirty (30) days’ advance notice.
(c) Effect of Termination; Purging of Member Data. Upon termination of this Agreement, Member shall immediately discontinue use of the DocuGuardian Content. No cancellation, expiration, or termination of this Agreement will affect Member’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Member to any refund. SUBJECT TO FURTHER WRITTEN AGREEMENT BETWEEN DOCUGUARDIAN AND MEMBER, OR IN THE EVENT OF MEMBER’S DEATH OR INCAPACITY, BETWEEN DOCUGUARDIAN AND MEMBER’S DESIGNEE AS PREVIOUSLY INDICATED BY MEMBER IN MEMBER’S ACCOUNT PROFILE, DOCUGUARDIAN SHALL SECURELY DESTROY ALL MEMBER DATA WITHIN THIRTY (30) DAYS FOLLOWING TERMINATION. MEMBER OR DESIGNEE, AS THE CASE MAY BE, IS SOLELY RESPONSIBLE FOR DOWNLOADING MEMBER DATA.
(d) Survival. This Section 11(d), Sections 4, 6, 8-11, 13, and 14, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive cancellation, termination, or expiration of this Agreement, will survive any such cancellation, termination, or expiration.
12 Changes.
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting through the Services and/or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the Effective Date of the modifications will be deemed acceptance of the modified terms. DocuGuardian will provide at least sixty (60) days’ advance notice of changes to any service level that DocuGuardian reasonably anticipates may result in a material reduction in quality or services.
This agreement is governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Connecticut.
(a) YOU AND DOCUGUARDIAN ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF, OR ACCESS TO, THE SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this 14. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
(c) You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of the Effective Date. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
(d) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR DOCUGUARDIAN WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER MEMBERS OR AUTHORIZED USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may be raised only in a court of competent jurisdiction.
(e) If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
