Last modified August 2023
Guardio Ltd., a corporation organized under the laws of Israel (“Guardio”, “our”, “we” or “us”) welcomes you (the “User(s)” and “you”) to: (i) the Guardio website located at https://guard.io/ (“Website”); and (ii) to your use of our proprietary online solution for identifying malicious cyber-attacks (the “Solution”) and other related services made available by Guardio from time to time whether through its Website, mobile applications or otherwise (“Related Services”) (the Website, the Solution and the Related Services shall be referred to collectively hereunder as the “Services”).
ATTENTION - PLEASE READ THE TERMS CAREFULLY BEFORE USING THE SERVICES OR ANY PART THEREOF, AS THEY CONTAIN INTER ALIA AN ARBITRATION AGREEMENT AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER SETS THAT (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE SERVICES OR ANY PART THEREOF IN ANY MANNER.
IF YOU ARE THE FIRST PERSON TO USE OR ACCESS THE SERVICES ON BEHALF OF YOUR ORGANIZATION, YOU HEREBY REPRESENT, AGREE, AND ACKNOWLEDGE THAT (I) YOU HAVE BEEN DESIGNATED BY YOUR ORGANIZATION AND HAVE FULL LEGAL AUTHORITY TO USE AND REGISTER TO THE SERVICES INCLUDING ON BEHALF OF YOUR ORGANIZATION AND TO BIND YOUR ORGANIZATION TO THESE TERMS; AND (II) THESE TERMS ALSO CONSTITUTE A BINDING CONTRACT BETWEEN YOUR ORGANIZATION AND GUARDIO; (III) YOUR ORGANIZATION SHALL BEAR ALL RESPONSIBILITY AND LIABILITY TO ANY ACT OR OMISSION OF ITS EMPLOYEES, CONTRACTORS OR ANY OTHER THIRD PARTY ON ITS BEHALDF IN VIOLAYION OF THESE TERMS.
Subscription and License
Order Form and Fees
- In order to subscribe to and use the Solution, User(s) must register through the Website or as otherwise directed by Guardio, including without limitation download of and registration to Guardio mobile application(s) (the “Subscription”). To complete the User registration, we will require certain information which may will include inter alia your name, e-mail, phone number, password and any other relevant information, and may as well require your consent for Guardio to receive and process any data and information you make available to Us through the Services (“Your Data”). Guardio reserves the right to decline any Subscription request, for any reason, in its sole discretion. We reserve the right to temporarily suspend or permanently terminate your Subscription, at any time at our sole discretion.
- We may allow you to invite other end users to download and register to Guardio Services as end users associated with the Your Subscription, all in accordance with the Terms contained herein and any additional terms or instructions that may be provided by Guardio.
- Any Subscription will be automatically renewed for additional terms subsequent to the first subscription term or as specified in your account, until canceled by the User.
- Guardio may from time to time, offer limited features or functions of the Solution or Related Services for a specified period and or jurisdictions, without payment or at a reduced rate to certain users, at Guardio’s sole discretion.
- Subject to the timely payment of the Fees and the continuance adherence to these Terms, Guardio hereby grants User a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide right to use the Solution during the Subscription Term and in accordance with the scope determined in the applicable Order Form.
- Please note that for the purpose of and as part of performing the Services, the Solution may change, interfere and\or disable certain features, browser plugins, preferences or account settings on third-party services.
- Guardio may continuously update its Services, it’s price or any part thereof with new capabilities or offerings or replace and/or discontinue some or all of the capabilities without any prior notice or consent. You hereby agree that You will not have any claims against Guardio in connection with any such change. 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, Guardio may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Solution. User’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. In such event User is required to provide Guardio with written notice of such termination not later than within fourteen (14) days of being notified of such adverse change and Guardio shall provide User with a refund for the pre-paid un-used subscription fees.
- We may require you to execute an order form, whether through our Website or otherwise, in order to allow the completion of your registration and Subscription and access to the Services or certain parts thereof (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to and use of the Services (“Fees”), the scope of the Services, Subscription term (“Subscription Term”), additional payment, and billing terms. Unless otherwise set forth in an Order Form, any Fees owed by you to Guardio shall be paid to Guardio in advance of the provision of the relevant Services and shall be non-refundable. You may subscribe to several Subscription plans at the Fees as determined by Guardio. Guardio may change the Fees and the Subscription Term(s) at any time at its sole discretion. In case of a decrease of the Fees, the User will not be entitled to any refund and/or discount and/or any other benefit or deduction and the User shall not have any claims against Guardio in such case.
- Unless otherwise agreed between the Parties in an Order Form, all Order Forms are final and may not be canceled or terminated for convenience by User. Guardio may cancel or terminate an Order Form at any time, for convenience, by providing a written notice (including by email) to User, provided that in such event Guardio shall refund to User any pre-paid unused Fees. An Order Form may only be amended, modified, waived, discharged or terminated by a written document signed by the Parties and expressly refers to such Order Form.
- 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 Services, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Guardio and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services or any part thereof, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements on the Services, 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, including any Your Data (as defined above), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may violate any applicable law or contain and 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 Output or any part thereof 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) interrupt the activity of the Services including, but not limited to, theft of information and breaching the security mechanisms of the Services and (xii) infringe or violate any of the terms and conditions of this Agreement. You hereby agree that upon Guardio’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.
- By using the Services in whole or in part, you represent and warrant that: (i) all registration information you submit will be true, accurate, current, and complete; (ii) you will maintain the accuracy of such information and promptly update such registration information as necessary; (iii) you have the legal capacity and you agree to comply with these Terms; (iv) you are not under the age of 18; (v) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (vi) you will not use the Services for any illegal or unauthorized purpose; and (vii) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if you otherwise violate these Terms, we have the right to immediately suspend or terminate your Subscription and refuse any and all current or future use of the Services (or any portion thereof).
Use of Personal Information and Mailings
- Guardio and its applicable licensors reserve all rights, title, and interest in and to the Services (and any part thereof) and any derivatives, improvements, and enhancements thereof, including without limitation any and all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights and other intellectual property rights therein as may now exist or hereafter come into existence.
- Nothing contained in the Terms, except to the extent explicitly stated herein, will be construed as granting You any rights or license in and to the Services or any part thereof.
- In the event that Users provide Guardio with any suggestions, comments, or other feedback relating to Guardio’s Services (collectively, “Feedback”), such Feedback is provided ‘As Is’ and Guardio shall be entitled to use the Feedback in its discretion, without any restriction and with no compensation to You and You hereby waive any claims regarding Guardio’s usage of the Feedback (or part thereof), including, without limitation, for moral or economic rights.
Identity Theft Insurance & Restoration Services
- Upon registration, You may be requested to provide certain personal information such as, without limitation name, phone number, email address and any other relevant information. Upon your registration you hereby consent to receive from Guardio (or anyone on its behalf) service notifications, SMS, email messages and/or newsletters about updates, improvements, and other user notifications regarding Guardio’s Services (the “Mailings”).
- Additionally, during registration, You may be given the choice to accept to receive marketing materials to your email and/or mobile phone device (“Marketing Materials”), by checking a checkbox for that purpose . It is clarified that at any stage You will have the ability to opt out of receiving the Marketing Materials by contacting Guardio and/or by clicking on a link available in the applicable Marketing Material message sent to You by Guardio (or on its behalf).
- Guardio may from time to time, at its sole discretion and in accordance with the applicable laws, offer in certain territories, which may vary from time to time the opportunity to access via Guardio’s platform certain third-party identity theft-related services, which may include identity theft insurance and identity restoration services (collectively “Ancillary Identity Theft Services"). Guardio may collaborate with one or more licensed third-party insurance services provider(s) to offer access to said Ancillary Identity Theft Services (“Insurance Service Provider(s)”). The Ancillary Identity Theft Services are underwritten and administered by the applicable Insurance Service Provider(s) under a master group policy. A summary of the terms of coverage, certificate of insurance, and the complete master policy is provided by Insurance Service Provider(s) and, to the extent applicable, for your convenience, are also made available to you through Guardio’s platform (including a link to download a copy of the master insurance policy and certificate of insurance coverage as applicable to the Ancillary Identity Theft Service of your choice) We ask that you carefully review the terms governing any Ancillary Identity Theft Services you choose to consume and by using any of these Ancillary Identity Theft Services you acknowledge that you have read, understood and agree to the relevant terms issued by the applicable Insurance Service Provider.
- The applicable Insurance Service Provider administers and is responsible for all aspects of the Ancillary Identity Theft Services including the insurance or service claims submitted by Users under the Ancillary Identity Theft Services, and any requests and other communications related thereto. Guardio is not affiliated with nor does Guardio endorse or recommend any Insurance Service Provider(s), nor the use of one or more Ancillary Identity Theft Services. It is entirely your choice whether or not to use one or more Ancillary Identity Theft Services. Guardio shall have no responsibility or liability with respect to any Ancillary Identity Theft Services, or the use thereof.
- You agree that in order to use the Ancillary Identity Theft Services you will also be required to independently share your information with the Insurance Service Provider(s ) PLEASE NOTE THAT your independent or otherwise direct sharing of information with an Insurance Service Provider or anyone on their behalf is entirely at your own risk and Guardio will not be liable to you or to any other person, in connection therewith. By using any of the Ancillary Identity Theft Services you acknowledge that you have read, understood, and agreed to all applicable terms issued by the applicable Insurance Service Provider.
- The description herein is a summary and intended for informational purposes only and does not include all terms, conditions, and exclusions of the policies described. Please refer to the actual policies for terms, conditions, and exclusions of coverage. The Ancillary Identity Theft Services may not be available in all jurisdictions.
- . The Service’s availability and functionality depend on various factors, such as communication networks, software, hardware, and Guardio’s service providers and contractors. While Guardio makes its best commercial efforts to make the Services available to you on an ongoing basis, You hereby acknowledge and agree that the Services provided hereunder may be interrupted from time to time due to errors that are out of the reasonable direct control of Guardio and You will not have any claims against Guardio in such case.
- GUARDIO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE OUTPUT OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). THE SERVICES INCLUDING WITHOUT LIMITATION ANY OUTPUT, MATERIALS, DATA, AND INFORMATION MADE AVAILABLE THEREHTROUGH 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, USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GUARDIO AND ITS AFFILIATES AND/OR ITS SUBSIDIARIES, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AND OTHER AFFILIATES (COLLECTIVELY, “GUARDIO AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY OUTPUT, DATA, RESULTS, OR OTHER INFORMATION MADE AVAILABLE, OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICES. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, GUARDIO DOES NOT WARRANT THAT THE SERVICES WILL PROVIDE OR DISPLAY ANY WARNINGS OF MALICIOUS ACTIVITIES AND/OR ANY OR ALL WARNINGS OF MALICIOUS ACTIVITIES IN A SPECIFIC SERVICE AND/OR WEBSITE. IN CASE OF ANY SUSPICIOUS ACTIVITY, YOU ARE ADVISED TO REFRAIN FROM USING THE APPLICABLE SERVICE AND/OR WEBSITE.
- GUARDIO 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, INCLUDING THE USE OF AND/OR RELIANCE ON ANY OUTPUT OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICE, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
- The Services provides only a general indication of suspicious websites and services and is not a replacement for the User’s independent judgment regarding websites and services accessed and used by the User. Guardio does not guarantee that any of Your use of the Services will ensure full protection from malicious websites and services, and You are aware of the risks of Your use and reliance thereon.
Limitation of Liability
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL GUARDIO’S AND/OR ANYONE ON GUARDIO’S BEHALF BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, MULTIPLE OR PUNITIVE, LOSS OR DAMAGE INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF INCOME, LOSS OF CUSTOMERS AND/OR LOST SAVINGS, REGARDLESS OF WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, WARRANTY, STRICT LIABILITY, NEGLIGENCE, MISREPRESENTATIONS OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH THE SERVICES OR ANY PART THEREOF.
IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, GUARDIO 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 OR ANY OUTPUT, GUARDIO’S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY USER TO GUARDIO DURING THE TWELVE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. 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.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR GUARDIO’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 GUARDIO AND/OR ANY GUARTIO’S AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.Indemnifications
You shall indemnify and hold Guardio and its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, members, and attorneys harmless from and against any and all losses, damages, costs, expenses (including attorneys’ fees) and claims arising out of or relating to: (i) Your gross negligence or willful misconduct; and/or (ii) Your use of the Service, any output provided or otherwise made available in connection therewith or any part of the foregoing; and/or (iii) Your Data; and/or (iv) Your breach of these Terms; and/or (v) Any action or inaction by you that infringes or misappropriates the intellectual property rights of a third party or violates applicable law.Amendments to Terms.
Guardio 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 Website homepage or on the Services or we will send you notifications regarding such changes to the e-mail address you made available to us. 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.Dispute Resolution; Arbitration; Class Action Waiver
Term and Termination
- Please read this section carefully. It affects your rights by requiring you to arbitrate disputes with Guardio and limits the manner in which you can seek relief. It further provides that you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action. This section of the Terms shall be referred to as the “Arbitration Agreement.”
- We will try to work in good faith to resolve any issue you have with our Services, if you bring that issue to the attention of the Guardio team. However, we realize that there may be rare cases where we may not be able to resolve an issue to a User's satisfaction. To the extent permitted under the applicable law, You and Guardio agree that any dispute, claim or controversy arising out of or relating in any way to these Terms or your use of the Services and/or any third parties embedded therein shall be determined by binding arbitration on an individual basis rather than in court, except that you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
- Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Guardio are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and any other contractual relationship between you and Guardio.
- BY AGREEING TO ARBITRATION WITH GUARDIO (INCLUDING, WITHOUT LIMITATIONS, IN CONNECTION WITH THE SERVICES), YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING CLAIMS AGAINST GUARDIO (INCLUDING, WITHOUT LIMITATION, THE SERVICES) ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING.
- If you desire to assert a claim against Guardio, and you therefore elect to seek arbitration, you must first send to Guardio, by e-mail, a notice of your claim ("Notice"). The Notice to Guardio should be addressed to: Legal@guardiosecurity.com ("Notice Address") and should state in the “subject line” of the e-mail “LEGAL NOTICE” in all capital letters. If Guardio desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent email address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Guardio, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Guardio and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Guardio may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Guardio or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA.
- Unless Guardio and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Guardio agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Guardio or you under the AAA Rules, Guardio and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Guardio will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Guardio will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
- All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- YOU AND GUARDIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Guardio agree otherwise in writing, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim, EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
- If a court of competent jurisdiction or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection 13.9 above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection 13.9 above are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
- These Terms shall come into effect on the earlier of (i) completion of Subscription; or (ii) Your access to the Services or any part thereof and shall continue until You cease any use of the Services hereunder unless earlier terminated in accordance with these Terms.
- Without derogating from anything to the contrary stated in these Terms, Guardio may at any time, immediately terminate any Subscription or other Services provided to You if: (i) You have breached any provision of these Terms; and/or (ii) Guardio is required to do so by law; and/or (iii) the provision of the Service is no longer commercially viable.
- We may cancel your Subscription at any time, for any reason, with or without notice.
- You may cancel your Subscription at any time by contacting Guardio. It is clarified that any such cancellation will not entitle You to any refund of any payments that were already paid.
- If You have any inquiries regarding the Terms, You may address the Operator via email firstname.lastname@example.org.
- Sections 4, 5, 9, 10, 11, 12, 13 14 and 15 , as well as any other section that is intended by nature to survive any termination or expiration of these Terms and/or any applicable Order Form shall survive any termination or expiration thereof.
- 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.
- 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.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. Each party consents to and agrees that each party is subject to, the exclusive jurisdiction of the courts of Tel Aviv, Israel, for any litigation and/or dispute arising out of this Agreement.
- The Terms constitute the entire agreement between You and Guardio and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any contradiction or inconsistency between the Terms and any content appearing in the Services, the provisions of the Terms shall prevail.
- You hereby 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.