Terms & Conditions

Terms & Conditions

TERMS OF USE CONTENT

1. Ownership and Use the Website and Materials
2. Other Online Services
3. Business Transactions
4. Marketing Messages
5. Restrictions and Prohibited Uses
6. Website Accuracy and Availability
7. Arbitration and Dispute Terms
8. Disclaimer of Representations and Warranties
9. Limitations of Our Liability
10. General Provisions
11. Contact Information

These Terms of Use (“Terms”) governs your use of guardinex.com (the “Website”), which is operated by Guardinex Inc (“Guardinex”, “we”, “us”, “our”).

In some instances, both these Terms and separate terms setting forth additional conditions may apply to a service or product offered via the Website (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

By visiting or otherwise using the Website, you acknowledge and accept these Terms, including the binding arbitration terms in Section 7, and any applicable Additional Terms. Please also review the Privacy Policy, which describes our data practices with respect to personal information obtained through the Website.

These Terms of set forth a legally binding agreement between you and Guardinex and govern your use of the Website; these Termslimit Guardinex liability to you and require you to indemnify us and to settle certain disputes through individual arbitration.Please note that these Terms do not affect your mandatory statutory rights under applicable laws, to the extent that such rights apply to you and cannot be limited or excluded. If you do not agree to these Terms and any Additional Terms, do not use the Website.

These Terms are subject to change without notice, in our sole discretion. Changes to these Terms will be in effect as of the “Last Updated” date at the top of this page. Your continued use of the Website after the “Last Updated” date constitutes your acceptance and agreement to such changes.

1. OWNERSHIP AND USE OF THE WEBSITE AND MATERIALS

Intellectual Property. The Website may contain materials and other items relating to Guardinex, including the layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of the Website including all copyrights, patents, trademarks, service marks, trade names, and all other intellectual property rights therein (together the “Materials”), are owned and controlled by Guardinex, our licensors or certain other parties. All rights, title, and interest in and to the Materials available via the Website are the property of Guardinex or our licensors or certain other parties, and are protected by U.S. and international copyright, trademark, trade dress, and/or other intellectual property rights and laws to the fullest extent possible.

Limited License. Subject to your strict compliance with these Terms, Guardinex grants you a limited, non-exclusive, revocable, non-commercial, non-assignable, personal, and non-transferable license to download, display, view, use, or play the Website or Materials on a personal device, and retain one copy of the Materials as it is displayed to you for your personal, non-commercial use only. The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, any Materials. Your unauthorized use of the Materials may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

Reservation of Rights. All rights not expressly granted to you are reserved by Guardinex and its licensors and other parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Website and Materials for any purpose is prohibited.

Website Availability. Guardinex in its sole discretion and without advance notice or liability, may immediately suspend or terminate the availability of the Websiteand/or Materials, in whole or in part, for any reason.

2. OTHER ONLINE SERVICES

We are not responsible for other online services or their content, advertisement(s), apps, or websites (“Other Online Services”). For instance, portions of the Website may link to other websites, platforms, and apps that we do not control. Similarly, we may make ads and non-Guardinex content or services available to you on or via the Website. Please note that Other Online Services have their own privacy policies and terms of use and Guardinex is not responsible or liable for these policies or terms.

3. BUSINESS TRANSACTIONS

We reserve the right to sell or transfer any information we obtain through the Website in connection with any joint venture, partnership, merger, or other collaboration with another organization, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to a reorganization, liquidation, or any other business transaction, including negotiations of such transactions).

4. MARKETING MESSAGES

We may email you marketing communications, which you may opt out of by following the instructions contained in our promotional emails.

5. RESTRICTIONS AND PROHIBITED USES

You agree that you will not:

• Use the Website for any commercial or political purpose.
• Engage in any activities through or in connection with the Website that: harm, or attempt to harm, any individuals or entities; are unlawful, offensive, obscene, lewd, lascivious, violent, threatening, harassing, scandalous, inflammatory, pornographic, profane or abusive; violate any right of any other party; could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or are otherwise objectionable to Guardinex.
• Decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, hidden text, or algorithms of the Website by any means whatsoever or modify any software (in either object code or source code) or other products, services, or processes accessible through any portion of the Website.
• Engage in any activity that interferes with a user’s access to the Website or the proper operation of the Website, or otherwise causes harm to the Website, Guardinex, or other users of the Website.
• Interfere with or circumvent any security feature (including any digital rights management mechanism, device, or other content protection or access control measure) or any other feature that restricts or enforces limitations on use of or access to the Website or the Materials.
• Harvest, scrape, or otherwise collect or store any information, including personal information, from the Website.
• Attempt to gain unauthorized access to the Website or other computer systems or networks connected to the Website; attempt to probe, scan, or test the vulnerability of a system or network; or attempt to breach security or authentication measures without proper authorization.
• Use the Website to transmit information that is in any way false, fraudulent, or misleading.
• Monitor, gather, copy, or distribute the Materials (except as may be a result of standard search engine activity or use of a standard browser) by using any robot, rover, bot, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind.
• Remove any copyright, trademark, or other intellectual property or proprietary notices or legends contained in the Materials.
• Copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any other party or on any Other Online Service or website, or otherwise use or exploit the Materials in any way for any purpose except as specifically permitted by these Terms or with the prior written consent of Guardinex.
• Insert any code or product to manipulate the Materials in any way that adversely affects the Guardinexor attempt to interfere with service to any user, host, or network.
• Otherwise violate these Terms.

You agree that if you submit any personal information of another person to Guardinex or to the Website, you represent that you are authorized to provide that individual’s personal information to Guardinex.

6. WEBSITE ACCURACY AND AVAILABILITY

We do not warrant that specifications, pricing, or other content on the Websiteis complete, accurate, reliable, current, or error-free. We make no warranties as to the availability or accessibility of the Website, and (except as otherwise set out in these Terms) we will not be liable for any damages, loss, costs, or expenses incurred by you as a result of any lack of availability or accessibility of the Website.

7. ARBITRATION AND DISPUTE TERMS

If a dispute arises between you and Guardinex, you and Guardinex agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Website through binding arbitration or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly at admin@guardinex.com to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Guardinex agree that we intend that this section satisfies the “writing” requirement of the Federal Arbitration Act. This section can only be amended by mutual agreement.

If any controversy, allegation, or claim relates in any way to your use of the Website (collectively, “Dispute”), then you agree the Dispute shall be submitted to confidential arbitration in Ohio except that we may seek injunctive or other appropriate relief in any state or federal court. You hereby consent to, and waive, all defences of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Ohio. Arbitration under these Terms shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association; any dispute shall otherwise be governed by the internal laws of the State of Ohio without regard to Ohio choice of law principles, except that the provisions of this agreement concerning arbitration shall be governed by the Federal Arbitration Act. The arbitrability of disputes shall be determined by the arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

If for any reason a claim proceeds to court rather than arbitration, you and Guardinex agree to waive any right to a jury trial.

8. Disclaimer of Representations and Warranties

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THE WEBSITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, Guardinex and their direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Guardinex Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Website, Materials, or other Guardinex products or services, except as set forth below.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE GUARDINEX PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

9. Limitations of Our Liability

AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE GUARDINEX PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the Website, Materials, or other Guardinex products or services.

The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if the Guardinex parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Website).

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUARDINEX PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE WEBSITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID GUARDINEX IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S). 

10. GENERAL PROVISIONS

Severability. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (and the remainder of the provision in question) shall be unaffected.

• Entire Agreement. Except for anyven Additional Terms that apply to your use of the Website as we may notify or make available to you, this is the entire understanding between you and us regarding the use of the Website, and supersedes all prior and contemporaneous agreements and understandings between you and us regarding this subject matter.
• Assignment. These Terms and all of your rights and obligations under the Terms are not assignable or transferable by you without our prior written consent. We may freely assign, transfer, or delegate these Terms or any of our rights and obligations under them.

Termination or Changes. To the extent permitted by law, we reserve the right to terminate your access to and use of the Websiteand any of its features in our sole discretion, without notice and liability, including, without limitation, if we believe your conduct fails to conform to these Terms or any Additional Terms that may be provided to you or agreed upon between you and us.

We also reserve the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information or content available on the Website, without limitation, in whole or in part, including the cessation of all activities associated with the Website, with or without notice. You agree that we will not be liable to you or to any other party for any modification, suspension or discontinuance of the Website or any part thereof. We also reserve the right to charge for use of the Website, in whole or in part, and to change its fees from time to time in its discretion.

Indemnity. As permitted by applicable law, you agree to, and you hereby, defend (if requested by Guardinex), indemnify, and hold the Guardinex Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Guardinex Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your use of the Website and your activities in connection with the Website; (ii) your breach or alleged breach of these Terms or any applicable Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Website or your activities in connection with the Website; (iv) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any intellectual property, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; and (vi) the Guardinex Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”).  You will cooperate as fully required by Guardinex Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the Guardinex Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Guardinex Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Guardinex Party. This Section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.

Our Affiliates, Suppliers and Licensors. Our affiliates, suppliers, licensors, and other Guardinex Parties are intended beneficiaries of these Terms.

No Waiver. Our failure or delay to exercise or enforce any right, remedy, or provision of these Terms or any other legal right will not operate as a waiver of such or any other right, remedy, or provision.

Investigations Cooperation with Law Enforcement.Guardinex reserves the right to investigate and prosecute any suspected or actual violations of these Terms. Guardinex may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.

Electronic Contracting. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Website it is intended to be an electronic signature which binds you as if you had signed on paper. You agree that your use of the Website constitutes agreement to these Terms, and any applicable Additional Terms, then posted without further action by you.

Force Majeure. We will not be liable to you for failing to perform our obligations under or arising out of these Terms or any applicable laws or regulations because of any event beyond our reasonable control.

11. CONTACT INFORMATION

If you have any questions or concerns you may contact us by emailing admin@guardinex.com

Last Updated: 29 Dec 2020