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GuardYoo Platform Terms of Use

The GuardYoo.com platform located at www.Guardyoo.com is a copyrighted work belonging to GuardYoo Ltd. an Irish a company incorporated in Ireland (registration number 623312) having its registered office at Penrose Wharf Business Centre, 14 Penrose Wharf, Cork City, Ireland, T23EK0E.

PLEASE READ CAREFULLY: YOU AND ANY COMPANY OR ENTITY THAT YOU ARE ACTING FOR (“PLATFORM USER” OR “YOU” OR “YOUR”) ACCEPTS THESE GUARDYOO PLATFORM TERMS OF USE (THE “TERMS”) BY USING THE PLATFORM.

YOU CONFIRM THAT YOU:

  1. ARE LAWFULLY ABLE TO ENTER INTO THESE TERMS
    AND
  2. HAVE FULL AUTHORITY TO BIND THE PLATFORM USER TO THESE TERMS.

THESE TERMS ARE A BINDING CONTRACT BETWEEN THE PLATFORM USER AND GUARDYOO, LTD.

THESE TERMS OF USE DESCRIBE THE LEGALLY BINDING TERMS AND CONDITIONS THAT OVERSEE YOUR USE OF THE PLATFORM. BY LOGGING INTO THE PLATFORM, YOU ARE BEING COMPLIANT WITH THESE TERMS AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS.

GuardYoo will attempt to provide continuous availability and access to services. In the event that we are unable to provide access for reasons beyond our control, we will communicate the reasons for the outage and expected duration of the outage clearly and explicitly to our Customers and Partners.

These outages could be due to third parties that the service depends on, such as, but not limited to Microsoft Azure / Amazon AWS or other third party service providers.

Also while we will make commercially reasonable attempts to backup up all Customer Log data, in the event of recovery from disaster, the Customer may have to resubmit the Log Data to complete a Compromise Assessment.

GuardYoo uses Microsoft as its main third party provider. GuardYoo and its third party service providers have implemented and maintain commercially reasonable technical and organisational security measures designed to meet the following objectives;
(a) ensure the security and confidentiality of Customer data in GuardYoo's and/or its third party service providers' custody and control;
(b) protect against anticipated threats or hazards to the security or integrity of Customer data; (c) protect against unauthorised access to or use of Customer data;
(d) encrypt Customer's data during transmission by GuardYoo and its third party service providers and when being uploaded by Customer for use in connection with the GuardYoo service using an https connection; and
(e) ensure that GuardYoo's return or disposal of Customer data is performed in a manner consistent with the foregoing. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures to access Customer data for improper purposes. The Customer/Partner acknowledge that there are risks inherent in internet connectivity that could result in the loss of privacy, confidential information and property.

1. Updating Terms of Use:

GuardYoo may change and update our Terms of Use on occasion at our discretion. Continued use of the Platform following any changes to the Terms of Use means you accept and agree to the changes. Any revised Terms of Use automatically supersede previous versions.

2. Definitions:

GuardYoo Competitor:

Means a person or entity in the business of developing, distributing, or commercialising Compromise Assessment security products or services substantially similar to or competitive with GuardYoo’s service.

GuardYoo Data:

Shall mean the Compromise Assessment data generated by Platform, including but not limited to, correlative and/or contextual data, and/or detections. For the avoidance of doubt, GuardYoo Data does not include Platform User Data. Any access to or use of GuardYoo Data through the Platform is expressly limited to the Platform User’s Internal Use.

Documentation:

Means the GuardYoo Platform technical documentation.

Internal Use:

Means access solely for Platform User’s own internal information security purposes.
By way of example and not limitation, Internal Use does not include access or use:
(i) for the benefit of any person or entity other than Platform User, or
(ii) in any event, for the development of any product or service. Internal Use is limited to access and use by Software User’s employees or your authorised GuardYoo partner for Platform User’s benefit.

Personal Data:

Means information provided by the Platform User to GuardYoo or gathered by GuardYoo from the Platform User used to distinguish or trace a natural person’s identity, either alone or when combined with other personal or identifying information that is linked or linkable by GuardYoo to a specific natural person.
Personal Data also includes such other information about a specific natural person to the extent that the data protection laws applicable in the jurisdictions in which such person resides define such information as Personal Data.

GuardYoo Platform / Platform:

Means the GuardYoo Compromise Assessment Platform accompanying these Terms of Use, including any updates thereto and/or related Documentation that may be made available from time to time by GuardYoo.

GuardYoo Authorised Partner / Partner:

Means any individual or entity (other than a GuardYoo Competitor) that:
(i) has access or use of the Platform:
(a) under these Terms solely on behalf of and for Platform User’s Internal Use, or
(b) under a separate valid agreement with GuardYoo,
(ii) has an agreement to provide the Platform User (or its Affiliates) services, and
(iii) A non-exhaustive list of examples of Third Party Providers are managed services providers, consultants or consulting firms providing incident response services, or franchisors.

Platform User Data:

Means the data generated by the Platform User’s network devices and collected by GuardYoo.
For the avoidance of doubt, Platform User Data does not include GuardYoo Data.

Force Majeure Event:

Means [an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

Compromise Assessment:

Means Compromise Assessment, as specified which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;

Calculation and Payment of Fees:

Members will be required to pay a membership fee for the use of the GuardYoo platform and additional fees relating to each Compromise Assessment delivered via the GuardYoo platform. GuardYoo also provides Professional Services to members and fees for these services will be calculated and subsequently billed on a case by case basis. (collectively referred to as “Member Fees”)

Fees may be structured as one-time payments, monthly, quarterly, annual fees, or standard rates on all transactions. GuardYoo provides these examples for reference only and retains full discretion to reduce or expand the possible structures for Member Fees.

If the structure or amount of Member Fees to be charged for the GuardYoo platform service is to change, GuardYoo will make reasonable efforts to provide notice to existing members of any changes.

Members agree to pay all applicable member Fees set forth on any GuardYoo transactional document, and as otherwise set forth by these Terms. Members acknowledge and agree that if failure to pay the Member Fees when due, the members account may be suspended, and they may be denied access to the GuardYoo platform.

If applicable, member subscriptions will automatically renew immediately prior to expiration, unless the member communicates in writing their intention to cancel their membership.

Members shall agree to a transactional document which may take the form of an order, statement of work, or other document agreed to in writing by the parties which includes a description of the Products and/or Services to be provided, quantities, pricing, and any other additional terms agreed to by the parties.

Billing Authorisation:

Upon signing up for GuardYoo membership, each member will inform GuardYoo of their preferred subscription option.

All members hereby authorise:

GuardYoo and/or any other company who bills products or services, or acts as billing agent for GuardYoo (“Billing Agent”) to charge and/or place a hold on a member Payment Account for any unpaid charges related to the use of the GuardYoo platform;

The party that issued the member’s Payment Account to pay any amounts described herein without requiring a signed receipt, and members agree that their acceptance of these Terms is authorisation to the issuer to pay all such amounts.

GuardYoo and/or its Billing Agent to continue to attempt to charge the members Payment Account all amounts described herein, or any portion thereof, until such amounts are paid in full.

GuardYoo and/or its Billing Agent to bill the member on each renewal of their membership subscription, if applicable.

If the Payment Account on file is declined or otherwise rejected for any fee or subscription charge, the member shall have 7 days to provide updated information and payment.
Failure to rectify within the 7-day grace period may, at the discretion of GuardYoo, result in termination of the member’s Account without a refund for any remaining time on a subscription or other service.

If a member wishes to reactivate their membership after deactivation due to failure to pay a late fee, they will be required to satisfy all debts owed to GuardYoo and if applicable, will be required to purchase a new membership at the then current rate.

Payment Processing Practices:

Members understand and agree that they are solely responsible for payment of all Fees associated with their own Account. Similarly, members are solely responsible for the accuracy of any and all information and data provided to GuardYoo through the platform, including information that is pertinent to the computation of Compromise Assessment Fees.

GuardYoo uses third-party intermediaries to manage credit card processing. The payment processing intermediaries may store, retain, or use credit card and other billing information to process orders in connection with the GuardYoo platform. GuardYoo will make reasonable efforts to maintain the confidentiality of all credit card and any payment information that is submitted by members and/or processed via the GuardYoo platform. However, GuardYoo cannot control the actions of third-party intermediaries, and we cannot guard against or prevent all possible breaches of our systems by third parties who may attempt to gain access to the platform through unauthorised and/or illegal methods. GuardYoo shall not be liable to any member or any third party for any loss, damage, misuse, or unauthorised access of any information contained in or related to any member’s Account, including credit card information and personal information relating to their clients.

3. License & Restrictions:

3.1 Use. Subject to these Terms of Use, if User has obtained valid access to the GuardYoo Platform evaluation through GuardYoo or an authorised GuardYoo Partner, the User may continue to access the GuardYoo Platform purely for their own use and only until such time as the evaluation or subscription period remains valid.

3.2 Restrictions. The rights set forth in 3.1 above do not include any rights to, and you shall not: (i) employ or grant access to a GuardYoo Competitor to use the Platform or Documentation; (ii) alter, publicly display, translate, create similar works of the Platform; (iii) sublicense, distribute or otherwise transfer access to any third party; (iv) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Platform (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorised access to GuardYoo’s Platform or its related systems or networks; (v) conduct any stress tests, competitive benchmarking or analysis on, or publish any performance data of, the Platform (This does not prevent the Platform User from comparing Software to other products for legitimate purchase evaluation decisions and Platform User’s Internal Use);

3.3 Ownership & Feedback. The GuardYoo Platform is made available for use on a subscription basis, not sold. GuardYoo owns and retains all right, title and interest (including all intellectual property rights) in and to the Platform.
Any feedback or suggestions that Platform User provides to GuardYoo regarding the Platform is non-confidential and may be used by GuardYoo for any purpose without acknowledgement or compensation; provided, The Platform User will not be identified publicly as the source of the feedback or suggestion.

4. GuardYoo Use of Data:

4.1 The GuardYoo Platform uses User Data, and GuardYoo Data for the benefit of all users, to help improve the Platform. GuardYoo uses gathered data to: (i) analyse, characterise, attribute, warn of, and/or respond to threats against the Platform User and other users, (ii) analyse trends and performance, (iii) improve the functionality of, and develop, GuardYoo products and services, and enhance cybersecurity, in a way that does not identify the Platform User or their Personal Data to other GuardYoo users.

4.2 Log Data Collection. The Platform User and their authorised GuardYoo Partner may have the option to upload (by submission, configuration, and/or, retrieval) files and other information related to the Compromise Assessment for security analysis to help improve the service. These potentially suspicious or unknown files may be shared and analysed to determine their origin and their potential to cause instability or damage to the Platform User’s network and systems. In some instances, these files could contain Personal Data.

4.3 Processing Personal Data. Personal Data may be collected and used during the provisioning and use of the Platform, to deliver, support and improve GuardYoo’s products and services, the Platform User authorises GuardYoo to collect, use, store, and transfer the Personal Data that the Platform User provides to GuardYoo.

5. No Warranty:

5.1 Disclaimer. THE GuardYoo Platform IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. GUARDYOO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GUARDYOO AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE PLATFORM. THERE IS NO WARRANTY THAT THE PLATFORM WILL BE ERROR FREE, OR WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF THE PLATFORM USER’S PARTICULAR PURPOSES OR NEEDS. THE PLATFORM IS NOT FAULT-TOLERANT.

5.2 No Guarantee. THE PLATFORM USER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT GUARDYOO DOES NOT GUARANTEE OR WARRANT THAT IT WILL FIND, LOCATE, DISCOVER, PREVENT OR WARN OF ALL SYSTEM THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS SOFTWARE, AND THE PLATFORM USER AND WILL NOT HOLD GUARDYOO RESPONSIBLE IF SOMETHING IS NOT DETECTED.

6. Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW GUARDYOO SHALL NOT BE LIABLE TO THE PLATFORM USER (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR:
(A) ANY LOST PROFITS, REVENUE, OR SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF GUARDYOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR
(B) AN AMOUNT THAT EXCEEDS IN THE AGGREGATE $100 (or equivalent in local currency). THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THESE TERMS. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 6.

7. Compliance with Laws:

The Platform User agrees to comply with all Irish laws directly applicable to the performance of these Terms of Use of the Platform.

8. General:

8.1 Entire Agreement. Unless you have another valid agreement with GuardYoo for the use of the Platform, these Terms constitute the entire agreement between the platform User and GuardYoo concerning the Platform. It is expressly agreed that as between the Platform User and GuardYoo and regarding the Platform, these Terms shall supersede any other terms the Platform User has on its electronic procurement portal, purchase order or any other agreement with any authorised GuardYoo partner. GuardYoo is not obligated under any partner’s agreement with you unless an officer of GuardYoo executes the agreement.

8.2 Governing Law. These Terms, and the rights and duties of the parties arising hereunder, shall be governed by, construed, and enforced in accordance with the laws of Ireland.

8.3 Waiver, Severability & Amendments. The failure of either party to enforce any provision of these Terms of Use shall not constitute a waiver of any other provision or any subsequent breach. If any provision of these Terms is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remaining provisions of these Terms will remain in full force and effect.

8.4 Force Majeure. Neither party shall be liable for, nor shall either party be considered in breach of these Terms due to, any failure to perform its obligations under these Terms of Use (other than its payment obligations) as a result of a cause beyond its control, including but not limited to, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including an upstream server block and Internet or other networked environment disruption or outage), power or other utility, employee problem, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented with reasonable care. The party experiencing a force majeure event, shall use commercially reasonable efforts to provide notice of such to the other party.