DocuGuardian Terms of Service
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.
(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, DocuGuardian hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your personal, household, and noncommercial purposes in accordance with the terms and conditions herein. DocuGuardian shall provide you the ability to establish necessary passwords and access credentials to allow you to access 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).
- 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.
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.
(d) Cancellation; No Refunds. All Fees are prepaid and are nonrefundable. You may cancel your DocuGuardian planat 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.
7. Third-Party Software & Open-Source Components
DocuGuardian may include or make use of third-party software components, including open-source libraries, which are governed by their own respective licenses. Where required, we provide attribution and license information for these components, including but not limited to those licensed under the Apache License 2.0 and similar open-source licenses. Use of such components does not imply endorsement by the original authors. All open-source components are used in accordance with their applicable licenses, and a list of these components and their license terms may be made available upon request or provided within our platform’s documentation or legal section.
8. Disclaimer of Warranties
9. Disclaimers of Professional Services, Opinions and/or Advice.
10. Indemnification.
11. Limitations of Liability.
IN NO EVENT WILL DOCUGUARDIAN BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (E) COST OF REPLACEMENT GOODS OR SERVICES; (F) ACT OR OMISSION OF ANY THIRD PARTY ON OR USING THE SERVICES; OR (G) YOUR VIOLATION OF THE AUP OR YOUR FAILURE TO SAFEGUARD THE SECURITY AND CONFIDENTIALITY OF MEMBER DATA OR ACCESS TO YOUR DOCUGUARDIAN ACCOUNT, IN EACH CASE REGARDLESS OF WHETHER DOCUGUARDIAN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DOCUGUARDIAN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DOCUGUARDIAN UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHPERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $00, WHICHEVER IS GREATER. The exclusions and limitations in this Section 10 do not apply to the parties’ obligations under 9.
12. Term and Termination.
(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.
13 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.
14. Governing Law and Jurisdiction.
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.
15. Dispute Resolution and Binding Arbitration.
16. Miscellaneous.
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at www.DocuGuardian.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving notices from us by posting through the services and/or by sending emails to the address associated with your account. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.