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Changes

UpGuard is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Website. We will notify existing customers of material changes to these terms by email.

Privacy

Your use of this Website is subject to UpGuard’s Privacy Policy.

Copyrights and Trademarks

All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Websites is owned by or licensed to UpGuard. Such Content is protected by copyright, trademark and various other intellectual property and unfair competition laws.

Except with our express written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY UpGuard, THE SITES AND THE SITE MATERIALS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UpGuard DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO INFORMATION, AND OTHER CONTENT AND MATERIALS ON OR ACCESSED THROUGH THE SITES. UpGuard DOES NOT REPRESENT OR WARRANT THAT THE SITES OR THE SITE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WHILE UpGuard ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITES SAFE, UpGuard CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

UpGuard reserves the right to delete or change any and all content contained in the Website and any services offered through the Website at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by UpGuard.

Limitations of Liability

UpGuard will not be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these terms or from the use of or inability to use the services or content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not you or any other party has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will UpGuard’s total liability arising out of or in connection with these terms or from the use of or inability to use the services or content exceed the amounts you have paid to UpGuard for use of the services or content or one hundred dollars ($100), if you have not had any payment obligations to UpGuard, as applicable. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

Indemnification

You hereby indemnify to the fullest extent UpGuard from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Applicable Law and Venue

These Terms and Conditions and your use of the Sites shall be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state and federal courts located in California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.

Entire Agreement

These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between UpGuard and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.

Questions and Contact Information

Questions or comments about the Sites may be directed to UpGuard at the email address support@upguard.com

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