Last Updated September 2012
GENERAL: This is an agreement between you ("you" or "your") and SecurityGuardExperts.com ("SecurityGuardExperts", "we," or "our") who governs your use of this Website ("Site" or "Website"). By accessing, viewing, using content, material, or services available on or through this Site, you indicate that you have read and understand these Terms of Use ("Terms"), that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, you are not granted permission to use this Site and must exit immediately. You are also required to comply with, and to ensure compliance with, all State and Federal laws, ordinances and regulations applicable to your activities on SecurityGuardExperts.
The Terms grant you a limited, revocable, nonexclusive license to access SecurityGuardExperts and use SecurityGuardExperts, in whole or in part, including but not limited to our intellectual property therein, solely in compliance with the Terms. SecurityGuardExperts also has the right in its sole discretion to limit, modify, interrupt, suspend or discontinue all or any portions of the Site at any time without notice. SecurityGuardExperts representatives shall not be liable for any such limitations, modifications, interruptions, suspensions or discontinuance, or any purported losses, harm or damages arising from or related thereto.
SecurityGuardExperts is not a private patrol operator, private investigation firm, alarm monitoring company, or training institute. SecurityGuardExperts is a portal website which lists security industry related organizations and entities.We do not provide any security services, and are not responsible for any services which you may obtain through use of the Site.
CHANGES TO THE TERMS AND SITE: You are responsible for checking the Terms and the Site for any revisions. All amended Terms become effective upon posting to the Site. Any use of the Site after changes have been posted signifies your consent and acceptance of the changes. We may modify the organization, structure and/or "look-and-feel" of our Sites at any time and without notice. SecurityGuardExperts reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the Site. Where appropriate, we will endeavor to update information listed on the Site in a timely basis, but shall not be liable for any inaccuracies.
SITE PROHIBITIONS: As a condition of your use of the Site, you agree not to:
- Access, tamper with, or use any non-public areas of the Site or SecurityGuardExperts computer systems, or the telephonic systems of the Site;
- Attempt to probe, scan, or test the vulnerability of the Site, or any related system, or network, or breach any security or authentication measures used in connection with the Site and such systems and networks;
- Attempt to decipher, decompile, disassemble, or reverse engineer any of the software, code, functionality, algorithm used by the Site;
- Harm or threaten to harm other users in any way, or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
- Send unsolicited email, junk mail, spam, chain letters, promotions, or advertisements for products or services;
- Impersonate or misrepresent yourself with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
HOW YOUR INFORMATION MAY BE USED: When providing us your email address on the Site, you are agreeing to be included in our email database. We may use your email address to send you SecurityGuardExperts.com or affiliated products, services and offers. Except for security sensitive and personally identifiable information that we agree to keep confidential as provided in our Privacy Policy, any material you send us, including, but not limited to any feedback, comments, suggestions, data, questions, answers, ideas or the like, will be treated as being nonproprietary and not confidential. We do not assume obligation to protect confidential or proprietary information (other than security sensitive and personally identifiable) from disclosure. We will be free to use, reproduce, and/or distribute the information without restriction, and we will be free to use any ideas, concepts, or techniques contained in information that you send us for any purpose we choose.
CONTENT OWNERSHIP: Any Content that is submitted on the Site shall be owned in perpetuity and exclusively by SecurityGuardExperts. By submitting Content you represent that you have the permissions to use, and transfer to SecurityGuardExperts the exclusive use and ownership of the posted, uploaded, or transmitted content and data. This means that SecurityGuardExperts, its subsidiary, parent, and/or affiliated companies have the perpetual, unrestricted, and exclusive right to use, license, reproduce, modify, translate, transmit, and distribute any and all content and data that is you submitted by you.
PRIVACY POLICY: Use of our Site is also subject to the Terms and Conditions of our Privacy Policy (http://www.securityguardexperts.com/privacy-policy.cfm).
USER ACCOUNTS AND ACCOUNT HOLDERS: We offer three types of accounts: (i) Individual Accounts, (ii) Business Accounts and (iii) Client Accounts.
User Accounts ("Account Holders") must also abide by the ADDITIONAL TERMS AND CONDITIONS FOR ACCOUNT HOLDERS.
Individual Account- An Individual Account ("Security Guard") is an account for your personal non-commercial, use only. You may post, view, edit Content. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple Individual Accounts. By creating an Individual Account, you represent that you have provided complete and accurate personal information. As an Individual Account Holder, you also agree to be bound by the Additional Terms and Conditions for Account Holders.
Business Account - A Business Account ("Guard Company", "Private Investigator", or "Training Institute") is an account to be used solely for the purpose of creating and managing your SecurityGuardExperts business listing, administrative tools and account settings. You may post, view, edit Content. While creating or updating a Business Account, you must be an authorized representative of the business. You must provide accurate and complete information about yourself and the business you represent. You may not provide an email address that is not your own. As a Business Account Holder, you also agree to be bound by the Additional Terms and Conditions for Account Holders. If you are no longer an authorized representative of the business in question, you must close your Business Account immediately.
Client Account - A Client Account ("Client Account") is an account to be used solely for the purpose of managing and/or viewing your SecurityGuardExperts client administrative tools and account settings. You may post, view, edit Content. While creating or updating a Client Account, you must be an authorized representative of the client. You must provide accurate and complete information about yourself and the client you represent. You may not provide an email address that is not your own. As a Client Account Holder, you also agree to be bound by the Additional Terms and Conditions for Account Holders. If you are no longer an authorized representative of the client in question, you must close or transfer your Client Account immediately.
GENERAL CONTENT POSTING RULES: You agree that the content you post to the Site will not:
- Violate any federal, state, or local law or regulation,
- Violate the good standards of this Site.
- Be threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material.
- Defame any person or business or accuse others of any type of illegal or deceptive activity.
- Submit advertisement or post content for which you were compensated directly or indirectly to perform.
- Be intended to impersonate another individual or business.
- Contain material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines, or material that is encrypted, that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.
You are solely responsible for the content that you post and you assume all and any potential and actual risks and liability that may arise from your posted content and/or material. You may not assert or imply that your content and/or material is in any way sponsored or endorsed by SecurityGuardExperts. SecurityGuardExperts reserves the right, but is not obligated, to refuse to post, reinstate, disable from view or remove any user content that we determine, at our sole discretion, to be in violation of our Terms.
INTERNET SECURITY AND PASSWORD: When creating an Individual, Business or Client Account on our Site, you will be required to provide SecurityGuardExperts with personal information about yourself or your business. You are fully responsible for all activity on your account and for all use of your account, including use of the account by anyone other then yourself. SecurityGuardExperts reserves to right to terminate any account for providing us inaccurate information, for infringement upon SecurityGuardExperts rights, or for any other reason whatsoever or for no reason. There may be times when access to the Site is interrupted or unavailable. You agree that we shall not be liable to you for any modification, suspension or discontinuance of the Site. Be advised we can not guarantee the confidentiality of any communication or material transmitted to SecurityGuardExperts via the Site or the Internet, including, for example, personal information such as your name or address. You are responsible for taking all necessary steps to ensure that unauthorized person(s) do not gains access to your SecurityGuardExperts password or account.
PHONE CALLS: By using our Site you consent to having your calls to businesses listed or services provided on our Site be recorded. Such recordings may or may not be preceded by a notification indicating the call is being recorded. We do not record calls where there is an expectation of client privilege
MONITORING OF SITE AND MATERIALS TRANSMITTED BY YOU: We are not obligated to monitor the material residing on the Site or transmitted to this Site. By using the Site you agree that SecurityGuardExperts may monitor the Site and its contents periodically to: (i) comply with any necessary laws, both State and Federal, regulations or other governmental requests; (ii) to operate the Site properly or to protect itself and its users. SecurityGuardExperts reserves the right to modify, reject or eliminate any material residing on or transmitted to its Site that it, at its sole discretion, believes is unacceptable or in violation of State law or Federal law or these Terms.
CANCELATION AND DELETION OF AND FROM SERVICES: SecurityGuardExperts reserves the right to delete any materials it deems detrimental to the system, or in the opinion of SecurityGuardExperts, may be, defamatory, infringing or violate of applicable law. SecurityGuardExperts reserves the right to refuse to allow posting of content Materials for publication on the Site. SecurityGuardExperts reserve the right to edit content or material provided by You for length, clarity and/or consistency with SecurityGuardExperts editorial standards. We also reserve the right to exclude any Material from the Site.
CONTENT AND LINKS DISCLAIMER: SecurityGuardExperts communicates information provided and created by advertisers, content partners, software developers, publishers, marketing agents, employees, users, resellers and other third parties. SecurityGuardExperts has no control over the accuracy of such information on our pages, and material on the Site may include technical inaccuracies or typographical errors. We make no guarantees, nor can we be responsible for any such information, including its currency, content, quality, copyright compliance or legality, or any resulting loss or damage. All of the data on products and promotions including but not limited to, the prices and the availability of any product or service or any feature thereof, is subject to change without notice by the party providing the product or promotion. SecurityGuardExperts does not control, is not responsible for and makes no representations or warranties with respect to any Content found on the Site. You are solely responsible for your access to, use of and/or reliance on any Content. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user content.
SecurityGuardExperts provides links to external Internet sites within our content. This does not imply SecurityGuardExperts endorses these links. SecurityGuardExperts does not make any representations regarding the availability, performance or security of any of the Web sites which we provide links too.
SecurityGuardExperts or its affiliates are not responsible for the functionality, content or technological safety of these external sites. SecurityGuardExperts does not investigate business listing Web sites when including them in directory listings that become part of the materials on the Site. We make no representation and do not assume responsibility regarding the content that third parties submit to become listed in on the Site.
NO ENDORSEMENTS MADE: SecurityGuardExperts does not investigate, represent or endorse the legitimacy, accuracy, legality or reliability of any products, services, deals, coupons or other promotions or Materials, including ratings, advice, ratings, and recommendations contained on, distributed through, or linked, downloaded or accessed from the Site. We may make references to products, names, marks or services of third parties or hypertext links to third party sites or information. Our references do not constitute or imply our sponsorship, endorsement, or recommendation of the third party, of the quality of any product or service, advice, information or other materials displayed, purchased, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the Site.
THIRD PARTY SITE AND SERVICES: Your correspondence or business dealing with or participation in the sales promotions of advertisers or service providers found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, and warranties or representations associated with such dealings, are solely between you and such advertisers or service providers. You assume all risks arising out of or resulting from your transaction of business over the Internet, and you agree that SecurityGuardExperts is not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers on the Site. You acknowledge and agree that SecurityGuardExperts is not responsible or liable for the availability, accuracy, copyright compliance, legality, decency or any other aspect of the content, advertising, products, services, or other materials on or available from such sites or resources. You acknowledge and agree that your use of these linked sites is subject to different terms of use than these Terms, and may be subject to different privacy practices than those set forth in the Privacy Policy governing the Site. SecurityGuardExperts does not assume any responsibility for review or enforcement of any local licensing requirements that may be applicable to businesses listed on the Site.
THIRD PARTY SEARCH RESULTS: SecurityGuardExperts may also display business listings obtained from other third party sites within its business listings. SecurityGuardExperts cannot guarantee, represent, or warrant that the content contained in these sites is complete, accurate, legal, and/or inoffensive. SecurityGuardExperts does not endorse the content of any third-party site, nor do we warrant that it will not contain viruses or otherwise impact your computer. By using the Site, you agree and understand that you may not make any claim against SecurityGuardExperts for any damages or losses, whatsoever, resulting from your use of the Site, including information displayed from third party sites.
DISCLAIMER: YOUR ACCESS TO, USE OF AND RELIANCE ON SECURITYGUARDEXPERTS AND CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS IS ENTIRELY AT YOUR OWN RISK. SECURITYGUARDEXPERTS, INCLUDING BUT NOT LIMITED TO, THE WEBSITES, PROGRAMS, FORUMS, SERVICES AND CONTENT ACCESSED THROUGH THE SITE, PROGRAMS, SERVICES AND FORUMS PROVIDED ON THE SITE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ALL IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED.
SECURITYGUARDEXPERTS ALSO DISCLAIMS ALL WARRANTIES FOR OR WITH RESPECT TO: (1) ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, INFORMATION OR ADVICE OFFERED OR EXCHANGED, GOODS OR SERVICES PROMISED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS OR COMMUNICATIONS RELATED TO OR AS A RESULT OF USE OF SECURITYGUARDEXPERTS OR CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS INCLUDING ANY LINKS ACCESSED ON SECURITYGUARDEXPERTS OR THROUGH SECURITYGUARDEXPERTS. (2) THE RELIABILITY, TIMELINESS, ACCURACY, SECURITY AND PERFORMANCE OF SECURITYGUARDEXPERTS AND CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS; (3) COMPUTER SPYWARE, WORMS, VIRUSES, ADWARE AND ANY OTHER MALWARE, MALICIOUS CODE OR HARMFUL CONTENT OR COMPONENTS ACCESSED, RECEIVED OR DISSEMINATED THROUGH, RELATED TO OR AS A RESULT OF SECURITYGUARDEXPERTS OR CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS;
THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
LIMITATIONS OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL SECURITYGUARDEXPERTS AND/OR OUR REPRESENTATIVES BE RESPONSIBLE OR LIABLE FOR ANY ACCESS TO OR USE OF SECURITYGUARDEXPERTS OR CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS BY YOU OR ANYONE ELSE. NOR SHALL SECURITYGUARDEXPERTS BE RESPONSIBLE OR LIABLE FOR ANY COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO SECURITYGUARDEXPERTS OR CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJUNCTIVE RELIEF AS WELL AS FOR ANY HARM, INJURY, LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SECURITYGUARDEXPERTS OR ANY SECURITYGUARDEXPERTS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF, BUT IS NOT RESTRICTED TO, WHETHER THE ALLEGED LIABILITY, HARM, INJURY, LOSS OR DAMAGES AROSE FROM AUTHORIZED OR UNAUTHORIZED ACCESS TO OR USE OF SECURITYGUARDEXPERTS OR CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS; ANY INABILITY TO ACCESS OR USE SECURITYGUARDEXPERTS OR CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS; OR ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION, SUSPENSION, DISCONTINUANCE OR TERMINATION OF SECURITYGUARDEXPERTS OR CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES RESULTING FROM ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED, GUARANTEED, OR EXCHANGED, INFORMATION OR ADVICE PROMISED OFFERED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS, COMMUNICATIONS OR RELATIONS RELATED TO OR AS A RESULT OF SECURITYGUARDEXPERTS OR CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS INCLUDING WITHOUT LIMITATION ANY LINKS ON SECURITYGUARDEXPERTS AND LINKS IN CONTENT ACCESSED THROUGH SECURITYGUARDEXPERTS.
You hereby release SecurityGuardExperts and their representative, successors, subsidiaries, affiliates, predecessors, heirs, service providers and suppliers, from all claims, including any attorneys' fees, demands and damages of every and any kind and nature, direct and indirect, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to SecurityGuardExperts or content accessed through SecurityGuardExperts, or any interactions with others arising out of or related to SecurityGuardExperts or content accessed through SecurityGuardExperts, and you expressly waive and relinquish all rights and benefits afforded by Section 1542 of the Civil Code of California or any other States or jurisdictions similar laws, which provides: "A general release does not extend to claims which the creditor 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 debtor." These obligations will survive any termination of the Terms.
NOTIFICATION OF CLAIMS OF INFRINGEMENT: If you believe that any Materials on this Site contains unauthorized reproductions of your copyrighted work or trademarks, or links to sites containing unauthorized reproductions of your copyrighted work or trademarks, and you want us to take any action, you must provide the following information to us, as required under the Digital Millennium Copyright Act (17 U.S.C. sec. 512) ("DMCA"):
- Identification of the copyrighted work you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material on the SecurityGuardExperts site that you claim is infringing, with enough detail so that we may locate it;
- 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;
- A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
- Your address, telephone number, and email address; and
- Your physical or electronic signature.
MISCELLANEOUS. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of laws, provisions or your actual state or country of residence, and you agree to submit to personal jurisdiction in Montgomery County, Pennsylvania. You agree to exclude, in its entirety, the application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods. You are responsible for compliance with applicable laws. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remainder of the Terms will continue in full force and effect. These Terms constitute the entire agreement between us and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter of these Terms. Any waiver of any provision of the Terms will be effective only if in writing and signed by you and an authorized representative of SecurityGuardExperts. SecurityGuardExperts reserves the right to investigate complaints or reported violations of these Terms and to take any action we deem necessary and appropriate. Such action may include reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties. In addition, we may take action to disclose any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. SecurityGuardExperts reserves the right to seek all remedies available at law and in equity for violations of these Terms.
GOVERNING LAW: Except as provided in Section 12, all litigation, court proceedings, arbitration proceedings, mediation proceedings, lawsuits, court hearings and other hearings initiated in connection with the Site and/or the Content must and will be venued exclusively in Philadelphia, Pennsylvania, USA. These Terms of Use and the relationship between you and SecurityGuardExperts will be governed by the laws of the Commonwealth of Pennsylvania, USA, without giving effect to principles of conflict of laws of any jurisdiction. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.
ADDITIONAL TERMS AND CONDITIONS FOR ACCOUNT HOLDERS
YOUR ACCEPTANCE OF THIS AGREEMENT: In addition to being bound by the Terms as described above, as an account holder on the Site, whether that account be Individual Account, Business Account or Client Account, you are also agreeing to be bound by the Terms and Conditions for SecurityGuardExperts Account Holders ("Account Holders Agreement" or "AHA").
TERMS: The term of the AHA commences on the date you are awarded login access to the Site and/or the date your content is placed live on our Site (whether the content is publicly or privately displayed, or not). For business account holders and advertisers which have signed up for marketing and lead generation services, the specifics of your advertising or business listing package such as coverage area, ad types and monthly billing are confirmed in an email sent to you ("Advertising Program" or "Advertising"). For business account holders which have signed up for use of our administrative tools, the specifics of your administrative tools access are confirmed in an email sent to you ("Admin Tools Account" or "MyGuard™"). This email will supersede any oral understandings or commitments. Your Advertising or Admin Tools account will automatically renew until cancelled by you in writing. You may not resell, assign, transfer or delegate any of your rights, duties or obligations without our prior written consent, which we may or may not grant at our sole discretion. Any attempt to resell, assign, transfer or delegate such rights, duties or obligations without our prior written consent shall constitute a breach of the AHA and shall be of no force or effect. By using this Site you give SecurityGuardExperts full authority to request, find, investigate, discover, or located any and all background information (whether purposely or unintentionally) regarding the validity and truthfulness of any information you provide on the Site.
CANCELLATION: Account holders may cancel their account at any time by written Notice as per the Terms of this Agreement. For paid account holders, your content will remain on the Site and you will continue to have access to your online content and data until the end of the period for which you have most recently paid. For free account holders, your account will be canceled immediately. Upon cancellation of your account you will lose any and all associated data whether that be personal, private, individual, commercial, secure or unsecured, any and all associated records, any and all associated historical date, any and all associated listing, any and all associated content and listing placement seniority. SecurityGuardExperts may allow for the arrangement of data and records export when a written request is made by the Account holder and the appropriate Data Transfer Fees are paid. SecurityGuardExperts reserves the right to cancel your Account at any time. Any breach of the AHA will also result in immediate cancellation and removal from the Site with no refund or proration. Individual Account holders and Client Account holders can request to be removed from the Site at any time by using our contact us form.
PAID SERVICES AND BILLING: We offer two types of paid services on a Monthly Subscription basis: (a)marketing/lead generation; and (b) security guard company administrative tools. These services may, but are not limited to, being advertised as MyGuard™ Marketing/Lead Generation, MyGuard™ Enterprise and MyGuard™ Security Solutions. Paid services are available only to Business Account holders and advertisers. Business Account holders pay a fixed Monthly Subscription fee ("Fixed Fee") for their Advertising Program without regard to the quality or quantity of the advertising results. Fixed Fee accounts are automatically renewed monthly on the account anniversary date. Advertising Programs automatically renew until cancelled by the account holder in writing. We do not offer any refunds or proration.
While attempting to bill your credit card it is declined or we are unable to process payment for any reason, we reserve the right to cancel your account with a grace period or without a grace period. Upon cancellation of your account you will lose any and all associated data whether that be personal, private, individual, commercial, secure or unsecure, any and all associated records, any and all associated historical date, any and all associated listing, any and all associated content and listing placement seniority. You will no longer have login access to the Site. Unless you have proof of cancellation, you will be liable for all charges to your credit card for your Advertising Program or Admin Tools use. If you continue to accept charges from SecurityGuardExperts for more than one credit card billing cycle without notifying us then that will indicate your continued acceptance of our services. To the extent you attempt to dispute our charges after accepting our advertising services, you agree to pay any attorneys' fees and costs that our agents or we incur in subsequently collecting the disputed amounts. You will pay any sales, use or other local, state, federal, foreign or other taxes or governmental fees arising out of or in connection with this Advertising Agreement, other than taxes based on our net income.
SecurityGuardExperts reserves the right to increase our service rates at any time. Upon notification of a rate increase, the increase will become effective at your next billing cycle. This does not apply to paid service upgrades which you initiated. Service upgrade rates and fees are applied immediately upon activation and are not proratable or refundable.
FREE TRIALS: SecurityGuardExperts may offer free trial accounts during which time you may create a User Account and/or use our Admin Tools and Advertising Program for the time period specified in the promotional offer ("Trial Period"). You will not receive a notice from us that your free Trial Period has ended or that the paying portion of your subscription has begun. Unless you cancel your account prior to the conclusion of the Trial Period, your credit card will be charged the applicable recurring subscription fee until you cancel your accounts. If credit card billing has not be authorized, the User Account will be canceled immediately. Please see the Section above titled "Cancellation" for further information regarding the data and records you might lose upon Cancellation. Free Trials are subject to all Terms of the Site, and offered at the sole discretion of SecurityGuardExperts. Free Trial offers are revocable by SecurityGuardExperts at any time with or without any notice.
ADVERTISERS : If you advertise on this Site you promise the following:
- You will obey all state and federal law;
- You will insure your employees obey all state and federal law;
- At no time shall you employ persons unfit for duty;
- You shall at all times surpass industry standards pertaining to the services you provide;
- You shall maintain all proper records for business operation as required by state and federal law;
- You shall comply with any and all state and/or federal mandated training designated for your specific industry.
- You shall at all times treat SecurityGuardExperts site users with the utmost courtesy and due diligence.
- You shall at once notify SecurityGuardExperts if you receive any state or federal civil or criminal citation.
SecurityGuardExperts reserves the right to cancel your advertising without refund or proration if you violate of these terms.
ADVERTISING CONTENT REQUIREMENTS : The advertising content which you provide must conform to the following:
- All advertising content is complete, accurate, and current;
- You possess proof substantiating all express and implied claims contained within the advertising content;
- You have the power, necessary rights and authority to provide and publish the advertising content;
- The advertising content, and/or any website listed or linked to from the advertising content complies with all applicable laws and regulations, does not infringe, misappropriate or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right of any third party, does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and does not result in consumer fraud (including being false or misleading, ie. Bait & Switch), produce liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.
SecurityGuardExperts is not obligated to display any part of the advertising content you may provide the Site.
USE OF THE TERM "EXCLUSIVE ADVERTISING": We use the term "Exclusive Advertising" to describe some of the available advertising plans on our Sites. We use this wording for promotional purposes only and imply no guaranteed listing or placement or advertising exclusivity. SecurityGuardExperts will determine, at our sole discretion, whether or not a particular advertising plan will continue to be sold to one exclusive business. If at any time we feel it is in the best interest of the Site to allow more than one advertiser to be listed in an area we will give the current advertiser advance notice and such change would take effect at the beginning of the next billing cycle.
ADVERTISER REPRESENTATIONS: By advertising on the Site you make the representation you are a business and not a consumer, you are in compliance with all Federal and State laws and licensing requirements relating to the goods or services displayed on your advertisement, you have the right to use and publish any advertised name, address, trademark, service mark, trade name, picture, reproduction, copyrighted or copyrightable item and license agreements. You agree to notify us immediately in writing any time you discover or suspect a representation in your advertising to be not true and correct in any and all respects.
INTELLECTUAL PROPERTY RIGHTS: We are the owner and the licenser of all intellectual property on our Site; and in the material and content published on it. The entire Site is protected by copyright laws and treaties around the world. All such rights are reserved. You agree to always acknowledge our status as the authors of any and all material and content on our Site. Any content we create for you whether in whole or in part, any independently copyrightable contribution you might have made to the advertising we create and any derivative content we create for you from any content you provide, you assign to us all rights in and to.
Upon termination of this Advertising Agreement, we are not obligated to return any of these works to you.
NOTICE: All notices, demands and other communications must be in writing and will be deemed to have been given: (i) if sent by electronic mail, and such message is confirmed as received, in each case to the address, fax number or e-mail address specified, (ii) if delivered by overnight courier, (iii) if sent by facsimile transmission and such transmission is confirmed as received, or (iv) if mailed by certified mail, postage prepaid.
FORCE MAJEURE: SecurityGuardExperts shall have no liability or be deemed to be in breach hereof for any failure or delay of performance resulting from any fire, flood, power failure, network failure, governmental action, insurrection, earthquake, riot, strikes (whether legal or illegal), explosion, embargo, terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within our control. Your payment obligations, if any, shall continue during any event of force majeure.
INDEMNIFICATION: You agree to indemnify us and our representatives, partners, affiliates and hold us and our representatives, partners, affiliates harmless from any liabilities, losses, claims, actions, expenses, damages and costs including, actual attorneys' fees that may at any time be incurred by us or our representatives, partners, affiliates arising out of or in connection with this Account Holders Agreement, Advertising, Admin Tools or any other services you request, including but not limited to any suits, claims or proceedings for defamation, libel, violation of right of privacy or publicity, false or deceptive advertising or sales practices, criminal investigations, infringement of intellectual property and any virus, destructive, contaminating or features.
TELEPHONE CONVERSATIONS: All telephone conversations between you and us about your Advertising Program may be recorded and you hereby consent to such monitoring and recording regardless of whether telephonic or any other notification has been made regarding any recording.
WARRANTY DISCLAIMER: SECURITYGUARDEXPERTS AND THE SECURITYGUARDEXPERTS REPRESENTATIVES MAKE NO REPRESENTATIONS, GIVE NO WARRANTIES OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, TITLE, COURSE OF DEALING OR COURSE OF PERFORMANCE), REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISEMENTS, LINKED SITES, ANY SITE WE MAY CREATE FOR YOU, OR OTHERWISE UNDER OR RELATED TO THIS ADVERTISING AGREEMENT.
LIMITATION OF LIABILITY: SECURITYGUARDEXPERTS AND THE SECURITYGUARDEXPERTS REPRESENTATIVES NOR ANY OF OUR OTHER VENDORS SHALL HAVE ANY LIABILITY UNDER OR IN CONNECTION WITH THIS ACCOUNT HOLDERS AGREEMENT, ADVERTISING PLANS OR ADMIN TOOLS USE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, LOSS OF GOODWILL, THE REJECTION OR REMOVAL OF ANY CONTENT, DATA, RECORDS, ANY DELAY IN DISPLAYING OR OUR FAILURE TO CONTENT, RECORDS, DATA OR OUR FAILURE TO PERFORM SERVICES. WITHOUT LIMITING THE PROVISIONS OF THIS PARAGRAPH, IN NO EVENT SHALL OUR LIABILITY FOR MONETARY DAMAGES EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO US FOR ADVERTISING, USE OF ADMIN TOOLS OR OTHER SERVICES WITH RESPECT TO WHICH SUCH LIABILITY AROSE.
You acknowledge and agree that the provisions of this ACCOUNT HOLDERS AGREEMENT that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this ACCOUNT HOLDERS AGREEMENT and are fundamental to the parties' understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of this ACCOUNT HOLDERS AGREEMENT and shall be enforced regardless of any breach hereof or other occurrence or condition relating in any way to this AHA, any Advertising Program and/or Admin Tools use. Without limiting the generality of the foregoing, YOU AGREE THAT ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS ACCOUNT HOLDERS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. The limitations contained in this paragraph apply regardless of the form of action, including actions in contract, tort (including negligence), and strict liability.
GOVERNING LAW: This Account Holders Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. Any action or proceeding brought by you under or relating to this Account Holders Agreement shall be brought in a state or federal court located in Los Angeles County, California, and you hereby irrevocably submit to the personal jurisdiction of and irrevocably consent to venue in such courts for purposes of any such action or proceeding. Any claim against us arising from this Account Holders Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy by any other party.
ENTIRE AGREEMENT: This Account Holders Agreement constitutes the entire agreement between you and SecurityGuardExperts with respect to the subject matter of this Account Holders Agreement and supersedes all prior or contemporaneous oral communications and all prior written communications regarding such subject matter. You should not rely on any representations or warranties that are not expressly set forth in this Account Holders Agreement. If any provision or provisions of this Account Holders Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. This Account Holders Agreement may not be modified except by writing signed by you and us; provided, however, we may change this Account Holders Agreement, including the Terms, from time to time, and such revised terms and conditions shall be effective with respect to any Advertising plan, Admin Tools use, or other service offered and renewed after such revised terms and conditions have been posted on our Site.
