Terms of Service
Effective date: November 30, 2023
Welcome to Seraph Secure. Please read these Terms of Service and Privacy Policy carefully before using Seraph Secure Services. The following are the terms of service between you and Seraph Secure Inc. (“Seraph Secure”, “Company”, “we” or “us”). The following terms and conditions, together with any policies incorporated by reference, govern your access to and use of www.seraphsecure.com, all its subdomains and all other websites or owned, operated or maintained by Seraph Secure and its affiliated companies, including any content and functionality offered thereon. The term “you,” as used in this these Terms of Service, means any person or entity who accesses or uses the Website.
By using our Services, whether as a guest, as a registered user, or otherwise, you agree that these terms will govern your relationship with Seraph Secure. If you do not completely agree to these terms, then you must not use any of our Services.
We may, without notice to you, modify or amend these terms and any other information contained on this Website from time to time. We may also make changes or improvements to the products, services, or other content displayed in this Website at any time without notice. When changes are made, we will post a revised version on the Website and other locations where our Services may be accessed. Each revised version will state its effective date, which will be effective on or after the date in which it is posted or sent. To the fullest extent permitted under all applicable laws, rules, regulations and requirements (collectively, “Applicable Laws”), you understand and agreed that your continued access to or use of the Website and Services after any posted modification to these Terms indicates your acceptance of the modifications. Our terms are subject to change but do not affect any rights that cannot be waived by you under local law.
Your use of any products or services you have selected to receive from Seraph Secure, and all purchases through our Website or other transactions for the sale of products or services formed through the Website are governed by the applicable License and Services Agreement, and other applicable terms available at our Website. These Terms of Service are in addition to any such terms that may apply to you. Any conflicts between these Terms of Service and the License and Services Agreement shall be superseded and governed by the License and Services Agreement or Terms of Sale, or other applicable terms, respectively (and solely as applicable). Any claims and disputes arising under the License and Services Agreement shall be subject solely to those terms and not these Terms of Service.
1. Definitions
“Account” means, a unique account created by you to access Company Services.
“Dispute” means, any controversy related to these Terms, including without limitation claims arising out of or relating to any aspect of the relationship between you and Company, claims that arose before these Terms, and claims that may arise after the termination of these Terms; however, this does not include claims related to or arising from the enforcement or protection of Intellectual Property Rights, and is subject to any applicable statutory consumer rights laws in your local jurisdiction.
“Company” means, Seraph Secure Inc. References to “us,” “we,” or “our” means Seraph Secure Inc., including any and all subsidiaries parent companies, joint ventures, and other corporate entities under common ownership and/or any of their agents, consultants, employees, officers, and directors. Company does not include Company Affiliates or third parties (analytics or ad tech companies, or similar organizations).
“Company Affiliate” (or “Company Affiliates”) means, Company’s third-party content providers, distributors, licensees, or licensors.
“Company Group” means the Company’s directors, officers, employees, agents, contractors, interns, suppliers, service providers, and/or licensors.
“Content” means content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by you, regardless of the form of that content.
“Intellectual Property Rights” means, any and all right, title, and interest of every kind whatsoever, whether now known or unknown, registrable or otherwise, in and to patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including, without limitation, all applications and registrations relating to the foregoing. “Notice” means, a delivered writing by e-mail or courier delivery to the other party at their respective address and will be effective upon receipt.
“Privacy Policy” means, Company’s policy regarding privacy, which also governs your use of the Services and is incorporated herein by reference. The current version is available on our website.
“Product(s)” means the goods and services, subscriptions, available listings, descriptions and images of goods or services or related coupons or discounts, as well as references and links to Company products or Services.
“Service” (or “Services”) means the services and subscriptions on any website provided by Company and Company Affiliates, including without limitation the following websites and all sub-pages thereof: www.seraphsecure.com.
“Terms of Service” (or “Terms”) means these Terms of Service and the License and Service Agreement and any terms, conditions, covenants, representations, warranties, obligations, and licenses contained herein.
“Transaction” means your purchase or obtaining of Product(s) offered by the Company through the Website or any third-party service, if applicable.
“Website” (or “Site”) means www.seraphsecure.com, all its subdomains and all other websites or owned, operated or maintained by Seraph Secure and its affiliated companies, including any content and functionality offered thereon.
2. Account
Your Account on our Website gives you access to the Company Services and functionality that we may establish and maintain from time to time and in our sole discretion. You may never use another user’s Account without permission. When creating your Account, you must provide accurate and complete profile information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your Account. You must notify us immediately of any breach of security or unauthorized use of your account. We will not be liable for any losses caused by any unauthorized use of your Account.
By providing us with your email address, you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other promotional messages, such as changes to features of our Website and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting support at support@seraphsecure.com. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers; however, opting out will not prevent you from receiving service-related notices. You may deactivate and/or delete your Account at any time, for any reason, by contacting us at support@seraphsecure.com
You acknowledge that you do not own the Account you use to access our Website. Notwithstanding anything in these Terms to the contrary, you agree that we have the absolute right to manage, regulate, control, modify and/or eliminate any data stored by us or on our behalf on our (including by our third party hosting providers’) servers as we see fit in our sole discretion, in any general or specific case and that we have no liability to you based on our exercise of such right. All data on our servers are subject to deletion, alteration, or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, Account history and Account content residing on our servers, may be deleted, altered, moved or transferred at any time for any reason in our discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on our servers.
By connecting to our Website with a third party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
3. Products
We may make available for purchase, certain Products, as well as references and links to Products, on the Website. Such Products may be made available by Company or by third parties. The availability through Company of any listing, description or image of a third-party Product does not imply our endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information (including pricing) and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Product, Website, or Service.
4. Transaction
If you wish to make a Transaction for the purchase of Products available through or in connection with this Website, you are required to pay the applicable fees. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and payments shall be in U.S. currency. You may also make purchases using cryptocurrency, pursuant to the terms below.
a) Order and Acceptance. When purchasing from us, your order is accepted when your payment is accepted and we send you a confirmation email. If the payment method you provide cannot be verified, is invalid, or is otherwise not acceptable, your order may be suspended or cancelled. If we reject your order, we will refund any payments made for the current service period, and we may also cancel or restrict access to the applicable offering or Product.
b) Billing and Account Information. You agree to provide current, complete, and accurate purchase and Account information for all Transactions. You may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any credit card that you submit in connection with a transaction and that the associated information entered is accurate. By submitting such information, you grant to us the right to process Transactions, or to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. You agree to pay all charges incurred by you or on your behalf through the Website, at the prices in effect when such charges are incurred, including all shipping and handling charges, if applicable. In addition, you are responsible for any taxes applicable to your Transactions. Your right to use the Service is subject to any expenditure limits established by Company or by your credit card issuer. If a charge is declined or reversed by the credit card issuer or network, you agree to pay Company a service charge and to reimburse Company for all reasonable costs of collection. Your credit card issuer may also assess its customary charge for such transactions. By clicking “Submit,” you are consenting to receiving confirmation of the payment(s) electronically to the email address you have provided to us. When purchasing from us, your order is accepted when your payment is accepted and we send you a confirmation email. If the payment method you provide cannot be verified, is invalid, or is otherwise not acceptable, your order may be suspended or cancelled. If we reject your order, we will refund any payments made for the current service period, and we may also cancel or restrict access to the applicable offering or Product.
c) Shipping and Tax. Products prices are exclusive of all foreign, federal, state, municipal, and local excise, sales, use and similar taxes. Such taxes are the responsibility of you as a purchaser and may be in addition to the price stated on the Website. You shall pay all applicable VAT or other taxes as specified when you submit your order.
d) Order Terms. Company reserves the right, including without prior notice and on a case-by-case basis, to limit the available quantity of or discontinue making available any Product in general or to any per person, per household, or per order, per geographic region or jurisdiction (including orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address); to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Product. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. By making a Transaction, you represent that the applicable Products will be used only in a lawful manner.
e) Transaction Processing. We use third parties (i.e. Stripe) to assist with processing your payment. This may include the use and secured transfer of your information. There are also times we obtain and use updated credit card account information from the respective card brand(s) to retry failed payments in order to complete Transactions, including but not limited to, retrying failed billings with extended expiration dates. Please contact your credit card provider for more information about this service and what it may mean for you and your card. To ensure continuous protection, we will attempt to charge your stored payment method prior to your subscription’s expiration date. The date that your payment method is charged will depend on a handful of factors (e.g., date/time of first attempt, pending credit card authorizations, etc.). Company may, in its sole discretion, choose to not process or to cancel your Transaction in certain circumstances. This may occur when the product or service you wish to purchase is discontinued or has been mispriced, we suspect the request is fraudulent, or in other circumstances Company deems appropriate in its sole discretion. Company also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. Company will either not charge you or refund the charges for orders that we do not process or cancel.
f) Automatic Renewal. Most of our subscription offerings automatically renew each month or each year, depending on the plan you select. We will notify you via email to the email address we have on record prior to each annual automatic renewal. If you have purchased a pre-paid subscription, annual subscription paid monthly or trial (exceeding a number of days) that automatically renews as a paid subscription, we will notify you via email before we charge the payment method on file. If you have a monthly billed subscription without an annual commitment, you may not receive an email each month prior to subscription charge. In most cases, you can access the monthly invoice in your account.
g) 30-Day Money Back Guarantee. If, for any reason, you are dissatisfied with our Product, you may terminate the Service and obtain a full refund within the first thirty (30) days from your initial date of purchase by contacting support@seraphsecure.com.
h) Cancellation. You may cancel your subscription and/or turn off the automatic renewal in your account at any time by contacting support@seraphsecure.com. Such cancellation will be effective at the end of the then-current subscription period. Upon cancellation, you must uninstall and delete all copies of the software from your device(s).
i) Delivery and Risk of Loss and Damage. To get the full value of the Product or subscription, please download or install the software on your device(s). You may do so immediately after purchase. Please review the documentation and terms of the License and Service Agreement that govern your use of the Product and subscriptions. Any delivery or download times referenced on our Website are estimates only; we are not liable for any delivery delays. If delivery is required, we will send it to the email address in the Account.
j) Limitation of Liability. To the maximum extent permitted by law, including, without limitation, consumer protection law, you agree that in no event shall Company, Company Affiliates, and/or Company Group be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost profits, or indirect damages for the damage, injury, or loss of life or property or revenue even if the damage, injury, or loss is caused by the negligence or other fault of the Company, Company Affiliates, or Company Group regardless of the foresee-ability of those damages) arising out of or in connection with the delivery, non-delivery, sale or use of any of the Products or goods or Services delivered to you hereunder.
k) License and Service Agreement. Our Products and Services are governed and subject to the applicable set of terms or conditions (e.g. Privacy Policy, License and Service Agreement, etc.), as well as other third-party software license terms. Your use of our Products and Services is your agreement to be bound by the applicable set of terms or conditions.
5. Content
a) Right to Post Content. Our Service may allow you to post and share user-generated Content. We may provide bulletin boards, chat rooms, user forums, blogs, or other platforms that allow users to post, submit, publish, display or transmit to other users or other persons Content or materials (collectively, “User Contributions”) on or through the Website. You are responsible for the Content that you post or share to the Service, including its legality, reliability, and appropriateness. By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms. You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. Although Company is under no obligation to review or monitor User Contributions, Company reserves the absolute right to do so in its sole discretion.
b) Content Restrictions. The Company is not responsible for the content of the Service's users. You expressly understand and agree that you are solely responsible for the Content and for all activity that occurs under your account, whether done so by you or any third person using your account. You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. You may not violate the legal rights of another party, such as by infringing another’s intellectual property rights through the posting or uploading or use of User Contributions (including without limitation, photographs or images), and further including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) or any other proprietary rights unless you own or control the rights thereto or have received all necessary consent to do the same. The Company reserves the right, but not the obligation, to, in its sole discretion,determine whether or not any Content is appropriate and in compliance with the Terms. The Company may, in its sole discretion, refuse or remove Content that the Company deems inappropriate. The Company further reserves the right to make formatting changes and edits to any Content. The Company can also limit or revoke the use of the Service if you post objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service you may be exposed to content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
c) DMCA Notice and DMCA Procedure for Copyright Infringement Claims.
i) You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
2. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
3. Identification of the URL or other specific location on the Service where the material that you claim is infringing is located.
4. Your address, telephone number, and email address.
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
You can contact our copyright agent via email at: support@seraphsecure.com.
Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.
ii) If your work is taken down as a result of a valid DMCA take down notice, and you believe your work was taken down in error, you may submit a DMCA counter notification. Your counter notification should include details about the specific content claimed in your work, and clearly explain your right to use the copyrighted content in your own words. If you think the content was identified as a mistake, explain why in a clear and concise manner. Your DMCA counter notice should include the following:
1. A physical or electronic signature of the original uploader, or an agent authorized to act on their behalf.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. A statement under penalty of perjury that the original uploader has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. The original uploader’s name, address, and telephone number, and a statement that the original uploader consents to the jurisdiction of Federal District Court or the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.
6. Ownership and Limited License
a) Ownership. The Services are owned or licensed by Company and are protected by Intellectual Property Rights and other proprietary rights laws. Company reserves all right, title, and interest in and to the Services, including without limitation all Intellectual Property Rights and other proprietary rights, that are not explicitly granted to you in these Terms. Your permitted use of the Services is limited by the Intellectual Property Rights of Company.
b) License. Subject to your agreement and continuing compliance with these Terms of Service and any other relevant Company policies, Company grants you a non-commercial, non-exclusive, non-transferable, revocable, limited license, subject to the limitations in these Terms, to access and use the Services for your browsing, purchase and informational purposes. You agree that you will not use the Services for any other purpose.
c) License Limitations. Any use of the Services in violation of the law, these Terms of Service, or these License Limitations is strictly prohibited, and may result in the immediate revocation of your limited license at Company’s sole judgment or may subject you to liability for violations of law. You acknowledge you will not directly or indirectly:
i) Partake in any activity or action that Company deems to be against the spirit or intent of the Services;
ii) Copy, modify, edit, create derivative works of, publicly display, publicly perform, republish, transmit, or distribute the Services or any other material obtained through the Services;
iii) Lease, sell, rent, or otherwise exploit for commercial purposes any part of the Services, including without limitation access to or use of the Services;
iv) Delete, alter, or obscure any Intellectual Property Rights or other proprietary rights notices from copies of materials from the Services;
v) Attempt to harass, threaten, bully, embarrass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group, Company itself or Company Affiliates;
vi) Organize or participate, in conjunction with your use of the Services, in any activity or group that is hateful, harmful, or offensive towards a race, sexual orientation or preferences, religion, heritage or nationality, disability or other health class, gender, age, or similar classes determined by Company;
vii) Initiate, assist, or become involved in any form of attack or disruption to the Services, including without limitation distribution of a virus, worm, spyware, time bombs, corrupted data, denial of service attacks upon the Services, or other attempts to disrupt the Services or other person’s use or enjoyment of the Services;
viii) Use robots, spiders, crawlers, man-in-the-middle software, or any other automated process to access, use, reverse engineer, or manipulate the Services, or Company;
ix) Use of access services to obtain, generate, or infer any business information about Company or Company Affiliates, including without limitation information about sales or revenue, staff, technical stack, or statistics about users;
x) Promote, encourage, or participate in any activity involving hacking, phishing, distribution of counterfeit Services, or taking advantage of or creating exploits, cheats, bugs, or errors, except for the sole purpose of privately and directly notifying Company;
xi) Make available through the Services any material or information that infringes any intellectual property right, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person, including without limitation celebrities and Company employees;
xii) Attempt to gain unauthorized access to Services; and
xiii) Use the Services where it is prohibited by law.
7. Term
a) Unless modified or amended by Company, these Terms and its provisions shall remain in full force and effect. Termination of any license granted by Company under these Terms does not affect any other provisions of these Terms.
8. Access and Permissible Assignment
a) By using the Services, you warrant and represent that you: 1) are at least 18 years of age and otherwise legally competent to read, understand and accept the provisions of these Terms; or 2) are a minor who has been authorized under the provisions of Section 8(b) below.
b) If you are the legal guardian of a minor, you can choose to allow use of the Services by that minor instead of yourself subject to the following provisions:
i) You acknowledge, and further agree that the aforementioned minor is entering into an agreement with your consent;
ii) You acknowledge, and further agree you are entirely responsible for all the provisions in these Terms of Service;
iii) You acknowledge, and further agree, you are legally responsible for all actions of that minor, including but not limited to any payments, damages and/or liabilities related to the actions of that minor;
iv) In consideration of Company allowing access to the Service by a minor, and in addition to the provisions of Section 8 below, the foregoing adult hereby guarantees and agrees to pay for any and all liabilities of any nature whatsoever incurred under these Terms and to defend, indemnify and hold harmless Company with respect thereto.
c) If you have been previously banned from using any Company Services then you may not use our Services.
d) Notwithstanding the above provisions of Section 8, if you are located in a country that requires parental consent for Services to collect or use your data at a higher age than 13 (e.g., certain countries following the General Data Protection Regulation) AND you are under that country’s specified age, you must not use any part of the Services or submit any personal information to Company through the Services or otherwise unless a) consent was given or authorized by the holder of parental responsibility of that child and b) you receive a Notice that consent was confirmed from Company.
9. Service Availability and Termination
a) You acknowledge that:
i) Company may in its sole and absolute discretion provide subsequent amendments, versions, enhancements, modifications, upgrades or patches related to any part of the Services;
ii) Company has absolute and sole discretion to adjust pricing and plan specifications, with advance notice to you;
iii) Company has absolute and sole discretion to immediately terminate or restrict access to the Services, or any portion of the Services at any time, for any reason, without Notice and without liability to you;
iv) Access to the Services may be interrupted for reasons within or beyond the control of Company, and that Company cannot and does not guarantee you will be able to use the Services whenever you wish to do so;
v) Company may not offer the Services in all countries or geographic locations;
vi) You are solely responsible for any internet connection and/or mobile fees that you may incur as a result of using our Services.
10. Intellectual Property
a) All content included as part of the Services, including but not limited to, text, graphics, logos, images, as well as the compilation thereof, the look and feel of the Services, including, without limitation, the text, graphics, code, and other materials contained hereon is property of the Company or its third party suppliers, or is rightfully used subject to a license agreement and is protected by copyright, trademark, and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright, trademark, and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto.
b) You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works of, or in any way exploit any of the content, in whole or in part, provided on, transmitted through, or found within the Services. Your use of the Services does not entitle you to make any unauthorized use of any such content, and in particular you shall not delete or alter any proprietary rights or attribution notices in such content. You shall use the content provided through, transmitted through, and found on the Services solely for your personal use, as outlined in these Terms, and will make no other use of the Content without the express written permission of the Company and/or related third-party owners of such content. You acknowledge and agree that you do not acquire any ownership rights in the content provided through the Services. Except as provided herein, these Terms do not grant any licenses, express or implied, to such content or any other intellectual property of the Company, its licensors, or any third party owner.
11. Links to Third Party Sites and Services
The Services may contain links to third party websites (“Linked Sites”). The Linked Sites are not under the control of Company or any part of the Services. Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the website or any association with its operators.
12. Prohibited Conduct You are granted a non-exclusive, non-transferable, revocable license to access and use the Services, strictly in accordance with these Terms. As a condition of your use of the Services, you represent and warrant to Company that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. Further, you agree that you will comply with these Terms and will not:
a) Use the Services in any manner which could damage, disable, overburden, or impair the Website, or Website servers, or otherwise interfere with any other party's use and enjoyment of the Services;
b) Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services;
c) Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;
d) Defame, harass, abuse, threaten or defraud users of the Services, or collect, or attempt to collect, personal information about users or third parties without their consent; and
e) Attempt to indicate in any manner that you have a relationship with Company or that Company has endorsed you or any products or services for any purpose. Company also reserves all available legal rights and remedies to prevent the unauthorized use of the Services, including, but not limited to, technological barriers, IP mapping, and contacting your internet service provider.
13. Disclaimer, Warranty, and Liability
YOU ACKNOWLEDGE THAT COMPANY AND COMPANY AFFILIATES ARE NOT LIABLE
(1) FOR ANY INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES; OR
(2) FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES.
THE SERVICES ARE PROVIDED BY COMPANY TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, UNLESS SUCH WARRANTIES OR OTHER STATUTORY CONSUMER RIGHTS ARE LEGALLY INCAPABLE OF EXCLUSION OR LIMITATION IN YOUR LOCAL JURISDICTION. THE RISK OF USING THE SERVICES RESTS ENTIRELY WITH YOU AS DOES THE RISK OF INJURY FROM THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE COMPANY CANNOT GUARANTEE 100% PERFORMANCE IN PREVENTING FRAUDULENT OR SCAMMING ACTIVITIES. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES WILL NOT BE ABLE TO PREVENT FRAUDULENT OR SCAMMING ACTIVITIES IF YOU INTENTIONALLY ALLOW SUCH ACTIVITIES TO TAKE PLACE ON OR THROUGH YOUR DEVICES.
TO THE FULLEST EXTENT ALLOWED BY ANY LAW THAT APPLIES, THE DISCLAIMERS OF LIABILITY IN THESE TERMS APPLY TO ALL DAMAGES OR INJURY CAUSED BY THE SERVICES, OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES, UNDER ANY CAUSE OF ACTION IN ANY JURISDICTION,INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE AGGREGATE LIABILITY OF COMPANY AND/OR COMPANY AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) TO COMPANY AND/OR COMPANY AFFILIATES IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
IF YOU HAVE NOT PAID COMPANY OR ANY COMPANY AFFILIATE ANY AMOUNT IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH COMPANY AND/OR ANY COMPANY AFFILIATE IS TO CEASE USING THE SERVICES.
YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN A COUNTRY THAT IS SUBJECT TO A UNITED STATES GOVERNMENT EMBARGO, OR THAT HAS BEEN DESIGNATED BY THE UNITED STATES GOVERNMENT AS A “TERRORIST SUPPORTING” COUNTRY, AND YOU ARE NOT LISTED ON ANY UNITED STATES GOVERNMENT LIST OF PROHIBITED OR RESTRICTED PARTIES.
SOME STATES, COUNTRIES, OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES, COUNTRIES, OR JURISDICTIONS, COMPANY AND COMPANY AFFILIATES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, SUBJECT TO ANY APPLICABLE STATUTORY CONSUMER RIGHTS LAWS IN YOUR LOCAL JURISDICTION.
14. Indemnity
a) You agree to defend, indemnify and hold harmless Company, Company Affiliates, and any third parties under agreement with Company, and any employee, contractor, vendor, agent, supplier, licensee, customer, distributor, shareholder, director or officer of any of the foregoing, as well as any person using the Services and any person or entity that becomes aware of your use of the Services at any time, with respect to any and all third-party claims, liabilities, judgments, awards, injuries, damages, losses, costs, fees, or expenses (including but not limited to attorney’s fees and costs) that arise under, from or in any way, directly or indirectly, relate to:
i) Your failure to comply with any provision of these Terms of Service;
ii) Your use of the Services, including but not limited to economic, physical, emotional, psychological or privacy related considerations; and
iii) Your actions to knowingly affect the Services via any bloatware, malware, computer virus, worm, Trojan horse, spyware, adware, crimeware, scareware, rootkit or any other program installed in a way that executable code of any program is scheduled to utilize or utilizes processor cycles during periods of time when such program is not directly or indirectly being used.
b) Company and Company Affiliates reserve the right, but not the obligation, at their own expense, to assume the exclusive defense an control of any matter otherwise subject to indemnification by you.
c) You acknowledge, and further agree that Company has no obligation to defend, indemnify or hold harmless you in any way related to these Terms, including but not limited to your use of the Services, use of the Services by any person, or any connection between the foregoing and any other person or entity that becomes aware of your use of the Services at anytime
d) This Section shall survive the termination of these Terms.
15. Dispute Resolution
a) Informal Resolution. With respect to any Dispute, you agree to attempt to negotiate the resolution of any Dispute informally for at least thirty (30) days before initiating any arbitration or other proceeding, including any legal proceeding in court or before an administrative agency. Such informal negotiations commence upon Company’s receipt of Notice from you.
b) Mandatory Binding Arbitration; Small Claims. If you are not able to satisfactorily resolve a Dispute informally within a total of thirty (30) days, or if Company, in its sole and absolute discretion, determines that it will not be possible to satisfactorily resolve that Dispute informally within a total of thirty (30) days, you agree that either you or Company may request resolution by final and fully binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association, or through small claims court. You may seek to have a Dispute resolved in small claims court if all the requirements of the small claims court are satisfied, including any limitations on jurisdiction and the amount at issue in the dispute. The party requesting that a Dispute be resolved by arbitration under this Section shall be responsible for initiating such a proceeding.
i) The American Arbitration Association (“AAA”) will run the arbitration between you and Company, and AAA’s rules and procedures (including their Supplementary Procedures for Consumer-Related Disputes, if applicable) will be used. If something in these Terms is different than AAA’s rules and procedures, then we will follow these Terms instead. You can look at AAA’s rules and procedures on their website www.adr.org or you can call them at 1-800-778-7879.
ii) YOU UNDERSTAND, AND FURTHER AGREE, THAT YOU HAVE THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL OF YOUR OWN CHOOSING REGARDING THIS AND ANY OTHER PROVISION IN THESE TERMS AND THAT THIS BINDING ARBITRATION PROVISION WILL ELIMINATE YOUR LEGAL RIGHT TO SUE IN COURT, TO HAVE A JURY TRIAL, AND/OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY SUCH DISPUTE. You and Company both agree that neither shall attempt to have any other arbitration or class action related to any other party joined to any arbitration in which you are involved with Company. To the fullest extent permitted by law, no arbitration proceeding shall be decided on a class-action basis or utilizing class action procedures. You and Company further agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or a class member in any purported class or representative proceeding.
16. Miscellaneous
a) Reps and Warranties In addition to any other representations and warranties made herein, you hereby represent and warrant that
i) You are not prohibited from receiving or using any aspect of the Services under applicable laws and
ii) Company has not previously disabled your Account or your access to the Services for a violation of the law or these Terms or other applicable agreements, terms of use, or contracts.
b) Electronic Communication. Each and every time you send an email or other electronic communication to Company, such communication will constitute an electronic communication. By using the Services, you consent to receive electronic communications and you agree that all agreements, Notices,disclosures and other communications that Company provides to you via electronic communication, individually and collectively, satisfy any legal requirement that such communications be in writing.
c) Release. You hereby agree to release Company from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third-party (including other Users) in connection with the Services and any content therein. In furtherance of the foregoing, you hereby waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
d) Changes. It is your responsibility to read, understand, and accept these Terms in connection with your use of the Services. You acknowledge that Company may make changes to these Terms of Service at any time, and that Section headings in these Terms are for purposes of convenience only. Unless Company states otherwise, any changes to these Terms are effective when posted. If you continue to use the Services after any changes are posted then you agree that those changes will apply to your continued use of the Services and that such use constitutes your acceptance of the same. You should check this page regularly to stay informed about any changes.
e) Complete agreement. These Terms: (1) is the final and complete agreement and understanding of the parties concerning the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous agreements and understandings with respect thereto; (2) may not be changed, amended, or in any manner modified by you except as authorized in a writing signed by both parties’ authorized agents; (3) is not assignable, except to a successor in interest to substantially all of a party’s business or assets and any other attempt to assign or transfer these Terms or any interest therein is void; and (4) shall be binding upon, and inure to the benefit of, the parties hereto, their respective heirs, executors, administrators, successors, personal representatives, licensees, and assigns.
f) Force Majeure. No party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party, including, war, terrorism, acts of public enemies, strikes or other labor disturbances, power failures, fires, floods, earthquakes, acts of God, and other natural disasters.
g) Waiver. No act or failure to act by Company will be deemed a waiver of any right contained in these Terms, and any waiver by Company must be in writing and signed by an officer of Company. If Company does expressly waive any provision of these Terms, such waiver shall not be a waiver of any other provisions of these Terms, and the waived provision shall not be waived for all time in the future.
h) Severability. If any provision or sub-provision of these Terms is found to be invalid or unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision or sub-provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.
i) Remedies. You acknowledge and agree that any violation or threatened violation of these Terms will cause irreparable injury to Company, entitling Company to seek injunctive relief without the necessity of proving actual damages, in addition to all other remedies at law or in equity. You specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by Company as a result of a breach of any of the provisions of these Terms.
j) Governing Law and Venue. Any dispute or claim arising out of or related to these Terms shall be governed by and construed in accordance with the laws of the State of Delaware without reference to any choice or conflict of laws principles. The parties hereby consent to the personal jurisdiction of the Courts in the State of South Carolina, and hereby waive any and all jurisdictional or venue defenses otherwise available to them.
k) Language. To the fullest extent permitted by law, the controlling language for these Terms of Service is English.
17. Electronic Communication
Each and every time you send an email or other electronic communication to Company, such communication will constitute an electronic communication. By using the Services, you consent to receive electronic communications and you agree that all agreements, Notices, disclosures and other communications that Company provides to you via electronic communication, individually and collectively, satisfy any legal requirement that such communications be in writing.
18. Apple Enabled Applications
The Services operate in connection with products made commercially available by Apple, Inc. ("Apple"), in addition to other devices and operating systems. With respect to Services that are made available to you in connection with an Apple-branded product (such Services shall hereinafter be known as "Apple-Enabled Services"), the following terms and conditions apply, in addition to the terms and conditions set forth in these Terms:
You and Company acknowledge that these Terms operate between you and Company only and not with Apple and that as between Company and Apple, Company, not Apple, is responsible for the Apple-Enabled Services and the content thereof;
You acknowledge that the Apple iOS App Store ("App Store") contains rules and conditions that govern the use of software made available therein (collectively "Usage Rules"). Such Usage Rules are contained within the App Store Terms of Service ("App Store Terms"). Regarding the Services, you may not use the Apple-Enabled Services in any manner that is in violation of or inconsistent with these Usage Rules or the App Store Terms; Your license to use the Apple-Enabled Services is limited to a non-transferable license to use the Apple-Enabled Services on an iOS product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms.
You acknowledge that Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Services; You acknowledge that Apple is not responsible for any product or software warranties, whether express or implied by law. In the event of any failure of Apple-Enabled Services to conform to any applicable warranty, you may notify Apple, via the methods described in the App Store, and Apple will refund the purchase price for the Apple Enabled Services to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Services, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, to the extent that it cannot be disclaimed under applicable law. For a discussion of any warranties related to the Services, please see the section herein entitled "Disclaimer and Limitation of Liability;" Company and you acknowledge that Company, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Services or your possession and/or use of those Apple-Enabled Services, including but not limited to i) product liability claims; ii) any claim that the Apple-Enabled Services fail to conform to any applicable legal or regulatory requirement; and iii) claims arising under consumer protection or similar legislation; In the event of any third party claim that the Apple-Enabled Services or the end-user's possession and use of those Apple-Enabled Services infringes that third party's intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim; You represent and warrant that i) you are not located in any country that is subject to a U.S. government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; ii) you are not listed on any U.S. Government list of prohibited or restricted parties; and iii) you are not located in any other country or jurisdiction from which you would be barred from using the Services by applicable law; and If you have any complaints, questions, comments, or concerns with respect to the Apple-Enabled Services, you should direct them to: support@seraphsecure.com.
19. Contact Us
If you have any questions or comments about these Terms or our Services, please contact us at support@seraphsecure.com.
SERAPH SECURE
LICENSE AND SERVICES AGREEMENT
Thank you for choosing Seraph Secure. The terms (the “Terms”) within this License and Services Agreement (“LSA”) will govern your use of our software (“Software”). References to “Company”, “we” or “us” means Seraph Secure Inc. You and the Company may be referenced herein individually as a “party” or collectively as the “parties”. You agree to be bound by these Terms if you: (1) create an account with us; (2) download our Software products or use associated services via our website at www.seraphsecure.com and all sub-pages thereof (collectively, the “Services”); or (3) by clicking “I Agree” or otherwise electronically agreeing to be bound by these Terms. In addition to these Terms, please also review our Terms of Service and Privacy Policy for additional terms that apply to your use of our website and Services. If you have any questions or comments about these Terms or our Services, please contact us at support@seraphsecure.com.
PLEASE READ CAREFULLY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT USE THE SERVICES.
Section 1. General Terms
A. Privacy Policy. Your privacy is important to us. Please read our Privacy Policy, which describes how we collect, use, process and protect data from you and your devices when you use and access our Services.
B. Disputes; Mandatory Arbitration. Most disagreements can be resolved informally and efficiently by contacting support@seraphsecure.com. If a dispute is unable to be resolved informally, you and the Company agree that any dispute, claim or controversy arising out of or relating in any way to the Services (a “Claim”) will be determined by binding arbitration or small claims court, instead of courts of general jurisdiction.
i. Small Claims. You and the Company may seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied, including any limitations on jurisdiction and the amount at issue in the dispute.
ii. Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You and the Company agree that the Consumer or Commercial Arbitration Rules of the American Arbitration Association (“AAA”) (collectively, the “AAA Rules”) governs the interpretation and enforcement of this arbitration provision, as modified by this LSA, and that you and the Company are each waiving the right to a jury trial or to participate in a class action. The arbitrator shall be bound by this LSA. This arbitration provision shall survive termination of this LSA and/or the termination of your Services. Each party shall bear its own costs of arbitration except that the fees and charges of the arbitrator shall be shared equally by the parties.
iii. Notice of Claim. If you elect to seek arbitration, you must first send to Seraph Secure, by certified mail, a written Notice of Your Claim (“Notice of Claim”). The Notice of Claim to Seraph Secure should be addressed to: support@seraphsecure.com, and should be prominently captioned “NOTICE OF CLAIM.” The Notice of Claim should include both the mailing address and email address you would like Seraph Secure to use to contact you. If Seraph Secure elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your billing address on file. A Notice of Claim, whether sent by you or by Seraph Secure, must (a) describe the nature and basis of the claim or dispute; (b) set forth the specific amount of damages or other relief sought (“Demand”); and (c) whether you reject any subsequent modification of this Section by Seraph Secure.
iv. Arbitration Proceedings. If we do not reach an agreement to resolve the claim within thirty (30) days after the Notice of Claim is received, you or Seraph Secure may commence an arbitration proceeding (or, alternatively, file a claim in small claims court).
v. Injunctive and Declaratory Relief. Except as provided in Section 1(b)(i) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by you or Company and 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. To the extent that you or Company prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
vi. Class Action Waiver. The parties agree that each may bring claims against the other only in its individual capacity, and not as a plaintiff or class action member in any purported class or representative proceeding. If you have elected arbitration, unless both parties agree otherwise, 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. If this specific provision is found to be unenforceable, then the entirety of this Section 1(b) shall be null and void.
C. Using the Services
i. Creating and Maintaining an Account. You must be 18 or older to purchase, access and use our Services. You will need an account to access and use the Services. It’s important that you provide us with accurate, complete and current account information (including a valid email address) and keep this information up to date. If you don’t, we might have to suspend or terminate your account. Your account is exclusively for you to manage your (or, if permitted by the specific Service, your household’s) subscription to the Services and it is not for use by other third parties for any purpose. You may not sell, transfer or allow others to use your account credentials. You may not attempt to gain unauthorized access to accounts of other users.
ii. Accuracy of Information. Certain Services may allow you to register your family members or their devices to use the Services. If you are enrolling a parent or senior, minor or child, spouse or domestic partner, you agree that the information you provide to us about yourself or members of your household is true and accurate and that you are duly authorized to provide us this information, and to monitor their accounts, on their behalf. You further agree to these Terms on their behalf.
iii. Unauthorized Access to Your Account. You are solely responsible for ensuring that you keep your username and password safe. Do not share this information with others and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account. We encourage you to ensure you are safe online and be aware of phishing and other means third parties use to access your information online.
iv. Software. In order to access and use certain Services, you may be required to download and install certain Software on a device. Please refer to Section 2 Software License Terms for the terms and conditions applicable to the use of such Software.
v. Unpermitted Uses of Our Services.
1. You may not use the Services for any illegal or fraudulent purposes, including but not limited to port scanning, sending spam, sending opt-in email, scanning for open relays or open proxies, sending unsolicited e-mail or any version or type of email sent in vast quantities even if the email is routed through third-party servers, any pop-up launching, use of stolen credit cards, credit card fraud, financial fraud, cryptocurrency fraud, cloaking, extortion, blackmail, kidnapping, rape, murder, sale of stolen credit cards, sale of stolen goods, offer or sale of prohibited, military and dual use goods, offer or sale of controlled substances, identity theft, hacking, pharming, phishing, scraping in any form or scale, digital piracy, intellectual property infringements and other similar activities, or to harass, stalk, threaten, harm, or monitor others or to exploit children in any way, including audio, video, photography, digital content, etc. You agree to use the Services in accordance with all applicable laws and regulations.
2. You may not use the Services for commercial purposes. You may access the Services for your own personal or household use only. You may not share any data or other content with any unreasonably large number of persons, including without limitation sending blast communications to a large number of recipients or sharing content with persons you do not know or who do not know you.
3. You may not distribute, publish, copy, use or sell, or permit others to distribute, publish, copy, use or sell, the Software or Services. You may not reverse engineer, de-compile, disassemble, modify, or create derivative works from the Software or Services, except and only to the extent that applicable law expressly permits. You must comply with any technical limitations of the Software and Services You may not make more copies of the Software than specified herein or allowed under applicable law.
4. You may not sublicense, rent, lease and/or lend the Software or Services. You may not, nor may you permit others, to provide, offer or make available the Services as part of a facility management, time sharing, service provider or service bureau arrangement.
5. You may not transmit or store material that may infringe the intellectual property rights or other rights of third parties or that is illegal, tortious, defamatory, libelous, or invasive of another's privacy. You may not transmit any material that contains software viruses or other harmful computer code, files or programs such as trojan horses, worms or time bombs.
6. You may not assault, interfere, deny service in any way or form to any other network, computer or node through the Service, or attempt to gain unauthorized access to any Services, or the accounts of other users, or computer systems or networks connected to the Services or bypass any measures we may use to prevent or restrict access to the Services. You may not interfere with or disrupt servers or networks connected to any Services.
7. You may not use the Services for any military purpose, including cyber-warfare, weapons development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
vii. Activating Your Service. If you choose from within the Software or Services to access or use other Seraph Secure Software or Services, or if your Software license or Services purchase entitles you to additional Software and Services, you understand and agree to the most current version of this LSA.
viii. Service Specific Terms. Some Services are subject to additional terms and conditions, which vary depending on the nature of the service. If there is a conflict or inconsistency between Section 1 and Section2 of this LSA, the Terms under Section 2 will govern and apply.
D. Free Trials. We may offer Services on a free trial basis (“Free Trial”) for a period of time specified at Company’s discretion. If we offer you a Free Trial, the specific terms of your Free Trial will be provided at signup and/or in the promotional materials describing the Free Trial and your use of the Free Trial is subject to your compliance with such specific terms. Except as may otherwise be provided in the specific terms for the Free Trial offer, Free Trials are only available to users who have not previously subscribed to the Services in connection with which the Free Trial is being offered. We reserve the right to modify or terminate Free Trials at any time, without notice and in our sole discretion. Unless you cancel before the expiration of your Free Trial, if the offer included it, then your subscription will automatically renew at the then- applicable price published by us.
E. Payment; Your Subscription Terms. If you purchase a subscription to the Services either from us or from a third-party channel partner authorized by Company, then these payment terms apply to your purchase.
i. Term; Introductory or Special Offers. After an introductory or special offer expires, your subscription will automatically renew at the then applicable price unless cancelled by you. Our pricing, including any renewal price, is subject to change, but we will notify you in advance.
ii. Automatic Renewal of Your Service Subscription. If you purchase a subscription to the Services, you will be charged the subscription fee at the applicable then-current prices as published by us (plus any applicable taxes). If you purchase from us, we (or our third-party payment processor) will store your payment information and automatically begin charging you on your subscription renewal date, until you cancel or we terminate your access to or use of the Services in accordance with these Terms. At any time after your purchase, you may change your subscription settings, including cancelling your automatically renewing subscription, by contacting us at support@seraphsecure.com. By agreeing to these Terms and electing to purchase a Service subscription, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or us. We reserve the right to change the prices for any Services at any time. Any price change will take effect at the next subscription renewal date and we will notify you in advance.
Despite our efforts, occasionally an error or inaccuracy in the price or description of a Service offering may inadvertently occur on the website. In such case, we will contact you for instructions before confirmation of your subscription and you have the option to (i) cancel your subscription at no cost, or (ii) proceed with your subscription based on the revised information.
iii. Subscription Period. The term of your subscription (the “Subscription Period”) will be as stated in your purchase or renewal confirmation receipt or email (e.g., the purchase or confirmation email that you will receive from us upon purchase of your subscription to our Services).
iv. Your Credit Card Information; Subscription Purchase Acceptance. We reserve the right to verify credit/debit card payments prior to completing your subscription purchase. We also reserve the right to (i) obtain and continue using updated credit card account information electronically, when applicable, from the card brands, (ii) retry failed payments to complete transactions, including but not limited to, retrying failed cards with extended expiration dates and, (iii) change or amend authorized third parties to assist with payment processing. You further acknowledge and agree that, subject to our then-current customer authentication procedures, another adult customer enrolled on your account may authorize changes to the account, including without limitation changes to the form of payment, or to the Services, including termination of your subscription or changes that may result in additional charges. In all cases, you are personally responsible for any applicable state, federal, or other taxes that may be associated with your purchase of the Services. We also reserve the right to collect any sales taxes applicable to your purchase of the service. You agree that your transaction is complete when we send You a confirmation via email.
v. Cancellation. You can cancel or terminate your subscription at any time, but please note that, unless otherwise agreed upon by the Company, such cancellation will be effective at the end of the then-current Subscription Period.
vi. Refunds. Certain Services may include a Money Back Guarantee if you are not satisfied for any reason. Please review Company's Terms of Service for more information on obtaining refunds for the Services.
vii. Beta Features. From time to time, Company may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the Services for your use and which permit you to provide feedback. Your use of Beta Features may be subject to the payment of fees. You understand and agree that your use of the Beta Features is voluntary and Company is not obligated to provide you with any Beta Features. Without limiting any other provision of these Terms, the Beta Features are provided on an “as is” basis and you acknowledge and agree that all use of the Beta Features is at your sole risk.
F. DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (1) THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND (2) COMPANY FOR ITSELF AND ITS LICENSOR'S EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO WARRANTIES THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED,TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (VI) IN RELATION TO THE PAYMENT OF ANY REFUNDS, THE TIMELINESS OF SUCH PAYMENT WILL MEET YOUR EXPECTATIONS. IN ADDITION, COMPANY MAKES NO REPRESENTATION OR WARRANTY ABOUT ANY THIRD-PARTY PRODUCTS.
G. LIMITATION OF LIABILITY; DISCLAIMER OF DAMAGES. SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR OTHERWISE IN CONNECTION WITH THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE SHALL COMPANY’S OR ITS LICENSORS’ TOTAL LIABILITY ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR OTHERWISE IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNTS THAT YOU PAID OR ARE PAYABLE BY YOU TO COMPANY FOR THE APPLICABLE SERVICES FOR THE APPLICABLE SUBSCRIPTION PERIOD, OR ONE HUNDRED DOLLARS (U.S. $100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO COMPANY, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
YOU MAY HAVE CERTAIN RIGHTS UNDER APPLICABLE LAWS IN YOUR JURISDICTION. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY APPLY.
H. Content Updates. Certain Services uses content that is updated from time to time, such as virus definitions; spyware definitions; antispam rules; URL lists; firewall rules; vulnerability data, and updated lists of authenticated web pages; these updates are collectively referred to as “Content Updates. ”You will have access to applicable Content Updates for the Services during your subscription.
I. Proprietary Rights.
i. As between Company and you, Company owns and retains all right, title and interest in and to the Services, (including the Software), including all Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, moral rights, know-how, data and database rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
ii. It is our policy to respond to notices of alleged Intellectual Property Rights infringement which may include, in appropriate circumstances and at its discretion, disabling a user’s ability to transmit and/or store material claimed to be the subject of infringing activity and/or terminating such user’s ability to use the application at all. Please see our Digital Millennium Copyright Act of 1998 (“DMCA”) policy pursuant to Section5(c) of the Terms of Service.
J. Third Party Features or Content. The Services may include third-party features and functions including access through a third-party’s API or may allow you to access content on a third-party website. Such features, functions, or content may be subject to third-party terms of service and privacy policies. You acknowledge sole responsibility and assume all risk arising from your use of any third-party resources accessed through our Services.
K. Feedback and Reviews. If you submit to Company feedback and/or reviews, suggestions, comments, or ideas relating to the Services (“Submissions”), you are granting to the maximum extent permitted by applicable law Company and its affiliated companies permission to use, reproduce, copy and translate your Submission on a worldwide basis, for the term of protection of the Submissions by IP rights in any form and on any media whatsoever without any restriction in any manner in which Company sees fit. No compensation will be paid with respect to the use of your Submission. Company is under no obligation to post or use any Submission you may provide and Company may remove any Submission at any time in its sole discretion. By providing a Submission to Company, you represent and warrant that you own or otherwise control all of the rights to your Submission that are necessary for you to provide it, including Intellectual Property Rights. You agree that (i) all content of your Submissions must be accurate; (ii) you will not provide a Submission that is known by you to be false, inaccurate or misleading and/or may be reasonably considered to be defamatory, libelous, hateful, offensive, unlawfully threatening or unlawfully harassing to anyone; (iii) you will not provide a Submission that infringes a third party’s Intellectual Property Rights or other proprietary rights or rights of publicity or privacy; (iv) you will not provide a Submission that violates any applicable law, statute, ordinance or regulation; (v) you will not provide a Submission for which you were compensated or granted any consideration by any third party; (vi) you shall not provide any Submission that includes information that references other websites, addresses, email addresses, contact information, phone numbers, or other personally identifiable information for anyone; and (vii) you will not provide a Submission that contains any potentially damaging computer programs or files.
L. Changes to the Services. We may change or discontinue the Services, in whole or in part, at any time, with or without notice to you. We also reserve the right to define eligibility criteria for the Services and make changes to those criteria at any time.
M. Use of Services Over a Network. You may use Services over a network provided that your subscription permits you to access or use the Services on more than one computer or device and provided each computer or device accessing or using the Services is from a single household.
N. Export Restrictions. You acknowledge the Services and related technical data (collectively "Controlled Technology") may be subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. You agree to comply with all relevant export control laws, including U.S. trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with U.S. laws and will not export, re-export, import or otherwise make available any Controlled Technology in contravention to U.S. law nor to any prohibited country, entity, or person for which an export license or other governmental approval is required, directly or indirectly. You certify that you are not located in or ordinarily resident in any country or region that is subject to U.S. Government embargo, and you are not listed on, or affiliated with any person or entity that is listed on, any restricted parties list maintained by the United States, the United Kingdom, or the European Union.
O. INDEMNIFICATION. SUBJECT TO APPLICABLE LAWS IN YOUR JURISDICTION, YOU WILL INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS AFFILIATES (AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) HARMLESS FROM ANY CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, ARISING OUT OF YOUR BREACH OF THESE TERMS, OR YOUR VIOLATION OF ANY LAW OR REGULATION, OR OF THE RIGHTS OF ANY THIRD PARTY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SERVICES.
P. Termination. We may terminate your access to and use of the Services for any or no reason, or if you breach any material terms of these Terms, including if we are unable to charge your chosen payment method. Upon termination, you must stop using the Services. Company may terminate any Services offered as a Free Trial at any time.
Q. Suspension. Without limiting the foregoing, Company may further suspend your account or your access to and use of the Services if Company reasonably suspects that you have not complied with any of the provisions of these Terms without notice.
R. Governing Law. Except as otherwise required herein or by law, these terms are governed by the laws of the State of Delaware, United States of America.
S. Notice of Changes to the License and Services Agreement. We may update or modify the LSA from time to time, including any referenced policies and other documents, in our sole discretion. It’s important that you review the LSA whenever we update them or you use the Services. If you continue to use the Services after we have posted an updated LSA it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore.
T. Language. The official language of these Terms is English. Any translation of this LSA is done for local requirements and in the event of a conflict between the English and any non-English version, the English version of these Terms shall govern. To the extent permitted by applicable law, in the event of a dispute the parties confirm that they have requested that this LSA and all related documents be drafted in English.
U. General. You may not assign any rights hereunder, nor may any such rights be assigned by You by operation of law or otherwise, in whole or in part, without our prior written permission. Any purported assignment without such permission shall be void. Company may freely assign or transfer this LSA without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Company’s failure to enforce any of these Terms is not a waiver of such term or right. Any waiver of our rights must be in writing, signed by Company, and any such waiver shall not operate as a waiver of any future breach. The LSA documents the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous or additional communications, negotiations, or agreements with respect thereto. Except for any of the provisions of Section 1(B)(vi) (“Class Action Waiver”) of these Terms, if an arbitrator or court of competent jurisdiction decides that any provision of these Terms is invalid or unenforceable, the other provisions of these Terms shall still apply. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Any notices or other communications provided by Company under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. These Terms are solely and exclusively between you and Company and you acknowledge and agree that (i) no third party, including a third-party channel partner of Company or any of its affiliates is a party to these Terms, and (ii) no third party, including any third-party channel partner of Company or any of its affiliates has any obligations or duties to you under these Terms. Nothing in these Terms will diminish any rights you may have under existing consumer protection legislation or other applicable laws in your jurisdiction that may not be waived by contract.
Section 2. Service Specific Terms
Service Specific Terms apply to you only if you have purchased or use our Software. The Services aim to provide you with protection from remote access, tech support, and phishing scams that target you through your devices by your access of certain programs and websites (collectively, “Scams”). You understand and acknowledge that the Services aid in preventing Scams, but you are ultimately responsible for ensuring your safety on the internet and practicing safe browsing and conduct.
To use our Software and Services, you must provide information on and via the devices you install our Software on. You are solely responsible for monitoring the devices and activity. The Service provides you with the ability to receive notifications of potential Scams directed at your registered devices. Depending on the method of notification you select, message and data rates may apply for any messages sent to you from the Service. You understand that this Service may prevent the registered devices from accessing websites that have been flagged by our Software as a potential Scam. You represent that you are duly authorized to enable this limitation.
Section 3. Software License Terms
If your use of the Services requires you to download or install our Software on a device (e.g., phone, computer, tablet, etc.), these Software License Terms will apply to your use of the Software.
a. We Own the Software. The Software (including any releases, revisions, updates or enhancements to the Software) and any documentation that accompanies or is made available in connection with Software (including any subscription or purchase information, product packaging) (the “Documentation”), is owned by Company or its licensors. This includes all Intellectual Property Rights in and to the Software and Documentation. Any Software that Company provides to you is licensed, not sold to you, and Company reserves all rights to the Software not expressly granted in these Software License Terms.
b. License Grant. So long as you comply with the terms and conditions of this LSA, Company grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the Software on a mobile device, computer or tablet that you own or control and to run such copy of the Software solely for purposes of accessing and using the Services where the corresponding Services are available for your own personal non-commercial use during the applicable Subscription Period.
c. Restrictions. You may not: (i) copy, modify or create derivative works based on the Software; (ii) distribute, transfer, sublicense, lease, lend or rent the Software to any third party; (iii) reverse engineer, decompile or disassemble the Software; or (iv) make the functionality of the Software available to third parties, except and only to the extent that applicable law expressly permits.
d. Single Device License. These Terms allow you to install only one copy of the Software for use on a single computer, mobile device or tablet, unless your subscription to the Services expressly permits you to use Software on more than one device.
e. Termination. Upon expiration or any termination of these Terms, you must stop using and destroy all copies of the Software and the Documentation in your possession.
f. Preventing Software Piracy. There may be technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that Company may use these measures to protect Company against Software piracy (e.g., the software may contain enforcement technology that limits the ability to install and uninstall the Software on a device to not more than a finite number of times for a finite number of devices). You may need to activate these technological measures. If so, the Software will only operate for a finite period prior to Software activation by you. During activation, you may be required to provide a unique activation code accompanying the Software and device configuration in the form of an alphanumeric code over the internet to verify the authenticity of the Software. If you do not complete the activation within the finite period or as prompted by the Software, the Software will cease to function until activation is complete; at which time the Software functionality will be restored. If you are not able to activate the Software during the activation process, you may contact Company Member Services & Support using the information provided during activation or by the provider of the Software.
g. Apple App Store Requirements. This Section applies to any Software that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple may refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software. Apple is not responsible for addressing any claims by you or any third party relating to the Software or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the Software infringe that third party's intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the LSA, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (b)you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the Software.
Questions? If you have questions regarding these Terms or the Services, please contact support@seraphsecure.com.