Terms of Use

1. Introduction

1. VA-code Ltd., a corporation organised under the laws of England & Wales (“eGUARD”, “our”, “we” or “us”) welcomes you (the “User(s)” and “you”) to: (i) the eGUARD website located at https://eguard.app (“Website”); and (ii) eGUARD, our comprehensive cybersecurity software suite, offering Users a robust, all-in-one solution that enhances web browsing security and control (the “ App”) and other related services made available by eGUARD from time to time whether through its Website, mobile applications or otherwise (“Related Services”) (together the Website, the App and the Related Services shall be referred to as the “Services”).
2. By entering, connecting to, accessing or otherwise using the Services, you acknowledge that you have read and understood these Terms of Use (the “Terms of Use”) and our Privacy Policy located at [PRIVACY POLICY] (“Privacy Policy”) and together with the Terms of Use the “Terms”) and you agree to be bound by the Terms and to comply with all laws and regulations that apply to your use of the Services and you agree that these Terms constitute a binding and enforceable legal contract between Us and you. All capitalised terms which are not otherwise defined in these Terms of Use shall have the meaning attributed to them in the Privacy Policy.

Attention - please read the terms carefully before using the services or any part thereof, as they contain important information regarding your legal rights, remedies, and obligations. If you do not agree to the terms, please do not enter, connect to, access, or use the services or any part thereof in any manner.

If you are the first person to use or access the services on behalf of your organisation, you hereby represent, agree, and acknowledge that (i) you have been designated by your organisation and have full legal authority to use and register to the services including on behalf of your organisation and to bind your organization to these terms; and (ii) these terms also constitute a binding contract between your organisation and us; (iii) your organisation shall bear all responsibility and liability to any act or omission of its agents, employees, contractors or any other third party on its behalf in violation of any of these terms.

2. Subscription and License

1. In order to subscribe to and use the App, User(s) must register through the Website or as otherwise directed by eGUARD, including without limitation download of and registration to eGUARD mobile application(s) (the “Subscription”). To complete the User registration, we will require certain information which may will include inter alia your name, e-mail, password and any other relevant information (“Your Data”). We reserve the right to decline any Subscription request, for any reason, in its sole discretion. We reserve the right to temporarily suspend or permanently terminate your Subscription, at any time at our sole discretion.
2. We may allow you to invite other users to download and register to eGUARD Services as end users associated with the Your Subscription, all in accordance with the Terms contained herein and any additional terms or instructions that may be provided by eGUARD.
3. Any Subscription will be automatically renewed for additional terms subsequent to the first subscription term or as specified in your account, until cancelled by the User.
4. eGUARD may from time to time, offer limited features or functions of the App or Related Services for a specified period and or jurisdictions, without payment or at a reduced rate to certain users, at eGUARD's sole discretion.
5. Subject to the timely payment of the Fees and the continuance adherence to these Terms, eGUARD hereby grants each User a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide right to use the App during the Subscription Term and in accordance with these Terms.
6. [Please note that for the purpose of and as part of performing the Services, the App may change, interfere and/or disable certain features, browser plugins, preferences or account settings on third-party services.]
7. We continuously update our Services, it's price or any part thereof with new capabilities or offerings or replace and/or discontinue some or all of the capabilities with prior notice. You hereby agree that You will not have any claims against Us in connection with any such change. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, eGUARD may at any time, in its sole discretion, add or remove supported features and/or capabilities from the App and Services. User's sole remedy in the event of such changes shall be, where such changes reflect a material decrease in functionality, to terminate any affected subscription to the App. In such event User is required to provide eGUARD with written notice of such termination not later than within fourteen (14) days of being notified of such adverse change and eGUARD shall provide User with a refund for the pre-paid un-used subscription fees.

3. Order Form and Fees

1. We may require you to execute an order form, whether through our Website or otherwise, in order to allow the completion of your registration and Subscription and access to the Services or certain parts thereof (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to and use of the Services (“Fees”), the scope of the Services, Subscription term (“Subscription Term”), additional payment, and billing terms. Unless otherwise set forth in an Order Form, any Fees owed by you to Us shall be paid to Us in advance of the provision of the relevant Services and shall be non-refundable. You may subscribe to several Subscription plans at the Fees as determined by eGUARD. We may change the Fees and the Subscription Term(s) at any time at our sole discretion.
2. We may allow several means of payment such as bank transfer, payment through an online payment gateway, and other means we may make available from time to time. If we make online payment available through our Services such payment option will be executed via third-party payment clearance service providers or payment gateway providers (the “Payment Services”) that may be integrated and embedded in the Services. If you choose to proceed with an online payment, then you: (i) agree to review and be bound by the relevant Payment Services' terms of use and privacy policy; (ii) acknowledge that you may need to hold, or register, an active account at such Payment Services in order to complete a purchase and (iii) acknowledge that confirmation or rejection of your payment is not performed by eGUARD. We are not responsible or liable for any activities or conduct of any Payment Services, and you expressly release us, from any and all liability arising from or in connection with any payment activity performed on our Services.
3. Unless otherwise agreed between the Parties, all Order Forms are final and may not be cancelled or terminated for convenience by User. An Order Form may only be amended, modified, waived, discharged or terminated by a written document signed by the Parties and expressly refers to such Order Form. We may cancel or terminate an Order Form at any time, for convenience, by providing a written notice (including by email) to You, provided that in such event eGUARD shall refund to You any pre-paid unused Fees.

4. Use Restrictions

1. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of eGUARD and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services or any part thereof, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements on the Services, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, including any of Your Data (as defined above), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may violate any applicable law or contain and unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any illegal conduct and/or any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the Output or any part thereof in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) interrupt the activity of the Services including, but not limited to, theft of information and breaching the security mechanisms of the Services and (xii) infringe or violate any of the terms and conditions of this Agreement. You hereby agree that upon Our request, you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of these Terms.

5. User Warranties

1. By using the Services in whole or in part, you represent and warrant that: (i) all registration information you submit is true, accurate, current, and complete; (ii) you will maintain the accuracy of such information and promptly update such registration information as necessary; (iii) you have the legal capacity and you agree to comply with these Terms; (iv) you are not under the age of 18; (v) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (vi) you will not use the Services for any illegal or unauthorised purpose; and (vii) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if you otherwise violate these Terms, we have the right to immediately suspend or terminate your Subscription and refuse any and all current or future use of the Services (or any portion thereof).

6. Intellectual Property

1. We and Our applicable licensors reserve all rights, title, and interest in and to the Services (and any part thereof) and any derivatives, improvements, and enhancements thereof, including without limitation any and all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights and other intellectual property rights therein as may now exist or hereafter come into existence.
2. Nothing contained in the Terms, except to the extent explicitly stated herein, will be construed as granting You any rights or license in and to the Services or any part thereof.
3. In the event that Users provide Us with any suggestions, comments, or other feedback relating to our Services (collectively, “Feedback”), such Feedback is provided 'As Is' and We shall be entitled to use the Feedback in its discretion, without any restriction and with no compensation to You and You hereby waive any claims regarding Our usage of the Feedback (or part thereof), including, without limitation, for moral or economic rights.

7. Use of Personal Information and Mailings

1. We respect the privacy of all users of the Services. Information regarding the use of Your information can be found in our{" "} Privacy Policy .
2. Upon registration, You may be requested to provide certain personal information such as email address and other relevant information. Upon your registration you hereby consent to receive from Us (or anyone on its behalf) service notifications, email messages and/or newsletters about updates, improvements, and other user notifications regarding Our Services (the “Mailings”).
3. Additionally, during registration, You may be given the choice to accept to receive marketing materials to your email (“Marketing Materials"), by checking a checkbox for that purpose . You will have the ability to opt out of receiving the Marketing Materials by contacting eGUARD and/or by clicking on a link available in the applicable Marketing Material message sent to You by Us (or on Our behalf).

8. Availability

1. The Service's availability and functionality depend on various factors, such as communication networks, software, hardware, and Our service providers and contractors. While we make our best commercial efforts to make the Services available to you on an ongoing basis, You hereby acknowledge and agree that the Services provided hereunder may be interrupted from time to time due to errors that are out of the direct control of Us and You will not have any claims against eGUARD in such case.

9. Warranty Disclaimer

1. We do not warrant or make any representations regarding the use, the inability to use or operate, or the output of the use or operation of the Services (or any part thereof). The Services including without limitation any output, materials, data, and information made available through or related thereto, are provided on an "as is" and "as available" basis, without any warranties of any kind, express or implied, including warranties of title, use, merchantability or fitness for a particular purpose. eGUARD and its affiliates and/or its subsidiaries, including any of their respective officers, directors, shareholders, employees, sub-contractors, agents, parent companies, subsidiaries, and other affiliates (collectively, "eGUARD Affiliates"), jointly and severally, disclaim and make no representations or warranties as to the usability, accuracy, quality, availability, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of any output, data, results, or other information made available, obtained or generated in connection with Your or any User's use of the services. Without derogating from the generality of the foregoing, we do not warrant that the Services will provide or display warnings of malicious activities and/or any or all warnings of malicious activities in a specific service and/or website. In case of any suspicious activity which is our Services do not display a warning against, you are advised to refrain from using the applicable service and/or website.
2. We do not warrant that the operation of the Services, App, and/or Website is or will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations.
3. The services provide only a general indication of suspicious websites and services and is not a replacement for the User's independent judgment regarding websites and services accessed and used by the User. We do not guarantee that any of your use of the services will ensure full protection from malicious websites and services, and you are aware of the risks of your use and reliance thereon.

10. Limitation of Liability

1. Except where prohibited by law, in no event will We and/or anyone on Our behalf be liable for any direct, indirect, incidental, special, consequential, multiple or punitive, loss or damage including without limitation loss of profits, loss of business, loss of income, loss of customers and/or lost savings, regardless of whether the basis of the liability is breach of contract, tort (including negligence and strict liability), statutes, warranty, strict liability, negligence, misrepresentations or otherwise, arising from or in connection with the Services or any part thereof.
2. If, notwithstanding the other provisions of these terms, we are found to be liable to You for any damage or loss which arises out of or is in any way connected with Your use of the Services or any output, Our liability shall in no event exceed the fees paid by user to Us during the twelve 12 months period immediately preceding the date on which the cause of action arose. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
3. In any case, no action may be brought by you in connection with the Services more than one (1) year after the accrual of such cause of action.
4. You hereby acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Our provision of the Services to you, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy, and even if We and/or any Our affiliates has been advised of the possibility of such liabilities and/or damages.

11. Indemnifications

1. You shall indemnify and hold Us and any predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, members, and attorneys harmless from and against any and all losses, damages, costs, expenses (including attorneys' fees) and claims arising out of or relating to: (i) Your gross negligence or willful misconduct; and/or (ii) Your use of the Services, any output provided or otherwise made available in connection therewith or any part of the foregoing; and/or (iii) Your Data; and/or (iv) Your breach of these Terms; and/or (v) Any action or inaction by you that infringes or misappropriates the intellectual property rights of a third party or violates any applicable law.

12. Amendments to Terms.

1. We may change these Terms from time to time, at our sole discretion. We will notify you regarding substantial changes to these Terms on the Website homepage or on the Services or we will send you notifications regarding such changes to the e-mail address you made available to us. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated "Last Updated" date and your continued use of the Services after the Last Updated date will constitute acceptance of, and agreement to be bound by, those changes.

13. Term and Termination

1. These Terms shall come into effect on the earlier of (i) completion of Subscription; or (ii) Your access to the Services or any part thereof and shall continue until You cease any use of the Services hereunder unless earlier terminated in accordance with these Terms.
2. Without derogating from anything to the contrary stated in these Terms, We may at any time, immediately terminate any Subscription or other Services provided to You if: (i) You have breached any provision of these Terms; and/or (ii) We are required to do so by law; and/or (iii) the provision of the Service is no longer commercially viable.
3. We may cancel your Subscription at any time, for any reason, with or without notice.
4. You may cancel your Subscription at any time by contacting Us. Save for certain exemptions, such cancellation will not entitle You to any refund of any payments that have already been paid.

14. General Terms

1. This Agreement, including the Privacy Policy, constitutes the entire agreement between You and Us and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
2. If You have any questions about the Terms, You may contact us at info@eguard.app .
3. Sections 4, 5, 9, 10, 11, 12, 13, 14 and 15, as well as any other section that is intended by nature to survive any termination or expiration of these Terms and/or any applicable Order Form shall survive any termination or expiration thereof.
4. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
5. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
6. This Agreement shall be governed by and construed in accordance with the laws of England & Wales. Each party consents to and agrees that each party is subject to, the exclusive jurisdiction of the courts of England & Wales for any litigation and/or dispute arising out of or in relation to this Agreement.
7. The Terms constitute the entire agreement between You and Us and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any contradiction or inconsistency between the Terms and any content appearing in the Services, the provisions of the Terms shall prevail.
8. If You have any questions regarding the Terms and/or Privacy Policy, contact us at info@eguard.app .