Terms of Service
The following are terms of a legal agreement between any user ("you" or "User") of this Web site or Database, and Guardian Digital. By accessing, browsing, and using this Web site or Database, you acknowledge having read, understood and hereby agree to be bound by these terms and conditions, as modified or amended from time to time and each time you access the Web site or Database, you reconfirm your agreement. If you do not agree to these terms and conditions, you may elect not to access the Web site or Database. This Agreement is effective from the day you initially access the Database or Web site until such time as you cease to be an authorized User, supplier or customer of Guardian Digital.
Definitions. For purposes of this Agreement, the following definitions shall apply:
(i) Web site. The Web site means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and other technology inherent in any Guardian Digital's World Wide Web site.
(ii) Database(s). The Database means all information accessible from Guardian Digital through the Web site, which may include, but is not limited to, data structures, technical and other specifications, pricing, advice, and other data and information. All data and other information available on the Database(s) may be proprietary, confidential and the sole property of Guardian Digital or third parties licensing such information to Guardian Digital.
Security. Reasonable precautions have been exercised in establishing this Web site or Databases in order to prevent unauthorized use or tampering with your Customer or Supplier files. In order to gain access to certain applications through the Web site or Databases, you will need to complete and submit an Enrollment or Registration Application. The Application should be completed and submitted in accordance with instructions that are included or linked to the Application. Once we have received your completed Enrollment or Registration Application, and verified the accuracy of its contents, we will send you confirmation of our acceptance of your enrollment, along with your assigned login ID and temporary password ("access codes"). You must have a valid user ID and password to access the Web site or Database's secure areas. For security purposes it is recommended that you change your password upon your initial login to the system. You determine what password you will use and the identity of your password is not communicated to us. Upon repeated consecutive unsuccessful attempts to use your password, your access to the system may be revoked. To re-establish your authorization to use the system, you must contact us to have your password reset or to obtain a new temporary password. You accept all responsibility for the security of your user ID and password, and utilization of the Web site or Databases via the access codes. This includes unauthorized access by you or third parties, except for access by third parties resulting from Guardian Digital's sole negligence. Notify Guardian Digital immediately if you wish to terminate your user ID and password or have these access codes reissued. Do not disclose your access codes to anyone not authorized to act on your behalf. In the event of theft or loss of a password or User ID, you shall immediately notify Guardian Digital.
License. Access to the Web site and/or the Databases is not sold, but licensed to you for your internal use in your ordinary course of business for your review, selection, order preparation, and support of products sold by you to Guardian Digital or purchased by you from Guardian Digital. This license is for the period beginning with your acceptance of these Terms of Access until termination by you for failure to maintain authorized User, Customer or Supplier status; is non-transferable and non-exclusive; and is for use only by you and only in accordance with these Terms of Access and any documentation provided to you or available on-line from time to time. You may NOT, except as otherwise provided in the documentation or on-line (a) copy any of the Web site or Databases; (b) distribute, rent, sublicense or otherwise transfer or disclose, or transmit the Web site or Databases electronically to any person or entity; (c) modify, translate, merge, or prepare derivative works of the Web site or Databases; or (d) use any of the Web site or Databases for other purposes not specified in these Terms of Access or the documentation. You may not decompile, disassemble, probe, or otherwise reverse engineer the Databases or the Web site.
Trademarks. The trademarks, service marks, and logos (the "Trademarks") used and displayed on the Web site or Databases are registered and unregistered Trademarks of Guardian Digital and others. Nothing on the Web site or Databases should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web site or Databases, without the written permission of the Trademark owner. Trademarks of Guardian Digital may not be used in any way, without prior written permission of Guardian Digital. Guardian Digital prohibits use of any Guardian Digital Trademark as a "hot" link to this Web site or any Guardian Digital Databases without prior written permission of Guardian Digital.
Copyrights. The copyright in all material provided on the Web site or Databases is held by Guardian Digital or by the original creator of the material. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Guardian Digital or the copyright owner. You also may not, without prior written permission from Guardian Digital, "mirror" any material contained within this Web site or Databases or any other site.
Equipment. You, at your own expense, shall obtain, maintain, and operate suitable equipment, communication devices, and services required to access the Web site and Databases. You must have, at a minimum, access to Internet service and an email address. You can access the system seven days a week, twenty-four hours a day, although some or all system services may not be available occasionally due to emergency or scheduled system maintenance. We will use reasonable efforts to post notice of any extended periods of non-availability to the Web site or Databases.
Disclaimer of Warranty: Limitation of Remedies. Guardian Digital is licensing the Databases and Web site "AS IS" and "AS AVAILABLE." You acknowledge that the Web site and/or Databases are licensed for use by you as a convenience for you in communicating with Guardian Digital. You assume total responsibility and risk for your use of the Databases and Web site and your use of the Internet. Guardian Digital HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SOFTWARE, Web site OR INFORMATIONAL DATABASES. IN NO EVENT SHALL GUARDIAN DIGITAL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS INFORMATION. Additional Disclaimers may be contained in the Software, Web site and Database.
Controlling Law. This Terms of Access and your use of the Web site or Databases are governed by Iowa law and applicable federal laws of the United States. The venue for any disputes arising out of this Agreement shall be, at Guardian Digital's sole and exclusive option, the courts with proper jurisdiction at Guardian Digital's corporate headquarters, or the courts with proper jurisdiction at your location. Guardian Digital specifically disclaims the applicability of the United Nations Convention on Contracts for the International Sale of Goods and it shall not be construed as applying to any conduct or transaction performed as a result of entering into this Agreement or accessing information through the Web site or Database.
Prohibited Uses. You agree that you shall not use the Databases or Web site to do any of the following: (i) restrict or inhibit any other user from using and enjoying the Internet, Web site or Databases; (ii) post or transmit any unlawful, illegal, obscene or pornographic information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, including, without limitation, the U.S. Export Control laws and regulations; (iii) knowingly post or transmit any information, software, or malware which contains a virus, worm, Trojan horse or other harmful component; (iv) upload, post, publish, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit any information, software or other material obtained through the Web site or Databases which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.
Indemnity. You agree to defend, indemnify and hold Guardian Digital and its affiliates, and its and their directors, employees and agents harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees related to or arising from (a) the use of the Databases or Web site or the placement or transmission of any message, information, software or other material on the Web site by you; (b) negligent acts or omissions by you in connection with the installations, use or maintenance of the Databases or Web site; (c) claims for infringement of patents arising from the use of the Databases or Web site by you, (d) misuse of Trademarks; and (e) claims of copyright infringement resulting from the use of the Databases or Web site by you.
Export. The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. User agrees to abide by these laws and their regulations - including but not limited to the Export Administration Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any Content derived from Guardian Digital to either a foreign national or a foreign destination in violation of such laws. You agree to defend and indemnify Guardian Digital for any and all penalties, fines or sanctions that may be imposed by any government agency that are attributable to your violation of applicable laws or statutes. In addition, you are prohibited from attaching technical data, as defined in the International Traffic in Arms Regulations (ITAR) 22 CFR 120.10 to this application.
Monitoring. Guardian Digital may elect to electronically monitor your use and access and may disclose its findings or records of such use (i) to satisfy any law, regulation or government request, or (ii) to protect the rights or property of Guardian Digital, its Users, Sponsors, Providers, Licensors or Merchants.
Termination and Modification. Guardian Digital may terminate User access, or suspend any User's access to all or part of Web site or Databases without notice, for any conduct that Guardian Digital, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another User or Licensor to Guardian Digital. Upon termination for whatever reason, your right to use or possess any information obtained from the Web site or Database will immediately terminate and you will promptly destroy all copies, electronic or otherwise, that you have in your possession by operation of this Terms of Access. Guardian Digital may elect to update, modify, change or terminate all or any part of the Web site or Databases. Additionally, Guardian Digital may modify this Agreement from time to time. Any amendments or modifications may be provided to you through on-line notice. You agree that use of, or access to the Web site or Databases after you have received, or should have received, notice of modifications or amendments to this Agreement will constitute acceptance of all such modifications or amendments.
Access Only. The terms of this Agreement are applicable only to your electronic access and associated use of Guardian Digital's Web site and/or Database(s). All purchases, or other transactions between you and Guardian Digital, including those which you may enter into via electronic methods, are governed by and subject to their respective terms and conditions and not by the provisions of this Agreement.
Links to Third Party Sites. The Web site or Databases may contain links to third-party sites. The linked sites are not under the control of Guardian Digital, and Guardian Digital is not responsible for the contents of any linked sites, any link contained in a linked site, any changes or uploads to such linked sites, or any transmission from any linked site. Guardian Digital provides these links to third-party sites only as a convenience, and the inclusion of any link does not imply endorsement by Guardian Digital of the site.
Notices. Any consent, notice or report required or permitted to be given or made under this Terms of Access by one party to the other party shall be in writing and delivered to the other party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor. Any such consent, notice or report shall be effective upon receipt by the addressee.
If to User, as specified in your Enrollment or Registration Application.
If to Guardian Digital - www.guardiandigital.com/contact-us.html
Miscellaneous. Users may not use Web site or Databases to send unsolicited advertising, promotional material or other forms of solicitation to other Users except in those specified areas that are designated for such a purpose. It is a crime to use a false name or a known invalid credit card to order. Anyone caught willfully entering an erroneous or fictitious order will be prosecuted. Each electronic entry carries the computer coding of the Internet provider through which the individual User can be traced.
Survival of Obligations. The obligations concerning protection of confidential information and use of information shall survive termination of this Agreement.
Waiver and Severability. Failure to enforce any of the provisions of this Terms of Access will not be construed as a waiver of such provisions. If any of the provisions of this Terms of Access are held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Agreement will remain in full force.
Remedies. In the event of your violation of this Terms of Access, such as accessing or using Proprietary Information or Restricted Materials outside the scope of the license granted in Article 3, Guardian Digital shall be entitled, in addition to any other rights or remedies which it may have at law or in equity, to seek specific performance or injunctive relief.
Entire Agreement. This Terms of Access contains the entire agreement between the parties with respect to accessing the Web site or Databases of Guardian Digital.