These Terms of Use (“Terms of Use”) govern access to and use of Engard Systems Ltd.’s (“Engard,” “we” or “us”) websites and services (collectively, the “Site”) by Site visitors (“Site Visitors”) and by entities who purchase Engard’s proprietary service which enables companies to predict and prevent employees’, and candidates’ malicious insider activities and threats (collectively with the Site, the “Services”) or create an Account (as defined below) and their Authorized Users (as defined below) (collectively, “Customers”) or otherwise access or use the Site or Services. By using the Site or any Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, candidate, business partner, contractor, or agent of a Customer, who is registered or permitted by Customer to use the Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.
If you are a Customer you or your organization might be bound by one or more “Order Forms” signed with Engard (“Order”). These Terms of Use and all applicable Orders (collectively referred to as the “Agreement“) represent the parties’ entire understanding regarding the Service and shall govern over any different or additional terms of any purchase order and no terms included in any such purchase order shall apply to the Service unless such different terms are stated specifically in a mutually signed Order.
YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS OF USE; OR (II) BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SERVICE OR SITE WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).
If you do not agree to any of the terms below, Engard may be unwilling to grant you access to the Service.
If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to the terms contained herein. You may not use the Service and may not accept these Terms of Use if you are an entity and/or person barred from using the Service under the laws of the country in which you are a resident or from which it uses the Service.
Engard may update or modify this Agreement and the Service from time to time. Your continued access and/or use of the Service following such changes or modifications shall be deemed to be your acceptance of the revised Agreement and/or Service.
The Services
Subject to your compliance with the terms and conditions of the Agreement and payment of all applicable fees, Engard shall grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited scope license to use the Services. Use of the Services shall be solely by Customer, Authorized Users and Site Visitors and shall be for your own, business purposes and for no other purpose whatsoever.
Engard may make, from time to time, modifications, additions and/or upgrades to the Services as it deems necessary, and the terms of this Agreement will apply to any such modifications, additions and/or upgrades that Engard may make available to you under the terms herein.
You may not perform or attempt to perform any of the following: (i) breaching the security of the Site or Service, or identifying any security vulnerabilities thereof; (ii) interfering with, circumventing, manipulating, impairing or disrupting the operation, or the functionality of the Site or Services; (iii) working around or circumventing any technical limitations in the Site or Services; or (iv) using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Site or Services.
User Account
In order to access the Services, you may be required to register a web account, by creating a username and a password (the “Account” and the “Account Information“, respectively). Any registration information that you provide to Engard must be accurate, current and complete. You shall be solely responsible for maintaining the confidentiality of your Account Information, and for anything that happens through its Account, whether or not such actions were taken by you or by any third parties. Engard may access any Account in order to respond to support requests.
With respect to the Authorized Users, Customer undertakes that: (i) each Authorized User shall keep a secure password for his or her use of the Service; and (ii) it shall not knowingly allow Authorized User to breach any terms of use or service (including any acceptable use policy) and Privacy Policy, each as updated by Engard from time to time.
Any personal information you provide when using the Service, the Site, when creating or updating the Account, which may include Customer’s and/or Authorized User’s and/or Site Visitor’s name, address, geographic location, e-mail address, applicable questionnaire’s answers and any such other information, will be held and used in accordance with Engard’s Privacy Policy that may be located at https://engard.io/privacy (“Privacy Policy”) as amended from time to time which constitutes an integral part of this Agreement. You agree that you will supply accurate and complete information to Engard, and that it will update that information promptly after it changes.
As Engard operates the Service, Engard may have access to certain information, such as personal information related to the Customer and its Authorized Users (the “Customer Data”). As the exclusive owner of the Customer Data, Customer represents that to the extent the Customer Data includes any personally identifiable information, to the extent applicable, Customer has provided all appropriate notices, received the required consents or permits and/or have any and all ongoing legal bases, and has acted in compliance with applicable privacy laws and regulations, as to allow Engard to use the Customer Data solely in order to provide the Service. Engard may however be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, hold and/or manage the Customer Data through Engard’s authorized third party service providers as reasonable for business purposes. To the extent Customer requires a Data Processing Agreement (“DPA”), the parties shall comply with the Engard’s DPA which shall be made available to Customer upon request.
Fees; Payment Terms
To the extent fees apply to your use of the Service, in consideration for the Services provided by Engard under this Agreement, you shall pay Engard the subscription fees stated in the Order in accordance with the payment terms detailed therein. All fees payable under this Agreement are net amounts and shall be payable in full to Engard, without any deduction of any kind. Unless stated otherwise in the Order, payment will be due within thirty (30) days from the date of invoice.
Term and Termination
Termination – Site Visitors. A Site Visitor may terminate its use of the Site at any time by ceasing further use of the Site. Engard may terminate your use of the Site and deny you access to the Site at our sole discretion for any reason or no reason, including for violation of these Terms of Use.
Termination – Customers: These Terms of Use are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account (to the extent applicable), either paid or unpaid, unless terminated otherwise in accordance with these Terms.
When executing an Order, the Agreement shall commence as of the date set forth in the Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the term stated in the Order (“Initial Term“). Except as otherwise specified in the Order, after the Initial Term, the Agreement shall be automatically renewed according to the terms noted in the Order.
Either party may terminate this Agreement if the other party breaches any term or condition of this Agreement and such breach is not remedied within thirty (30) days after receiving written notice thereof. Notwithstanding the foregoing, Engard may immediately, by written notice to Customer, suspend or terminate this Agreement and the services and rights provided hereunder if Customer fails to make any timely payment of applicable fees owed to Engard and such failure is not cured within fourteen (14) days of receipt of notice thereof.
Either party shall have the right to immediately terminate this Agreement, upon written notice, in the event the other party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within sixty (60) days.
Upon termination or expiration of this Agreement:
Customer shall immediately cease using and accessing the Services. It is clarified that upon termination or expiration of this Agreement, Engard may terminate the access and use of the Services, any and all support and maintenance services in connection with the Services and/or block access to the Services such that it shall no longer be accessible by you. For the removal of doubt, Engard will not be liable to you, in connection with any of the foregoing, including for any compensation and/or reimbursement of any sort;
Customer shall, within seven (7) days following such termination or expiration, pay Engard any outstanding fees owed to Engard hereunder;
Each party shall return (or destroy, if so requested by the other party, and certify such destruction in writing) to the other party all Confidential Information of such other party.
Termination of this Agreement under this Section 4 shall be in addition to, and not a waiver of, any remedy at law or in equity available to Engard arising from Customer’s breach of this Agreement or any agreement relating to the Services.
Termination of this Agreement shall not affect any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination, including Sections 4 (“Term and Termination”), 6 (“Intellectual Property Rights; Use Restrictions”), 8 (“Confidentiality”), 10 (“Exclusion of Warranty; Limitation of Liability”) and 12 (“Miscellaneous”) herein.
User Content
You agree that any content (“User Content“) uploaded by you through the Services, including by filling in questinnaires, is done so through the use of technology and tools provided by Engard. You agree that you are uploading such User Content willingly and you represent that you own such User Content or has received the necessary authorizations from third parties, that it has all rights to upload said User Content and that uploading of the User Content by you complies with all applicable laws.
Engard may or may not regulate User Content and provides no representations or guarantees regarding the accuracy, quality, or integrity of any User Content uploaded through the Services. You agree that Engard will not under any circumstances be responsible or liable for any User Content, including, but not limited to, errors in any User Content or any loss or damage incurred by use of the User Content or for any failure to or delay in removing User Content.
Intellectual Property Rights; Use Restrictions
All right, title and interest in the Services, including all Intellectual Property Rights (as defined below) therein and thereto, and all derivative works, modifications, improvements, updates, upgrades, enhancement, added features, inventions, ideas, insights, concepts, methods, know-how and processes relating to the same, whether created, developed, discovered or conceived in connection with this Agreement or otherwise, and regardless of whether you or anyone on your behalf may have contributed to the conception of any of the foregoing, or paid Engard for such, are and shall at all times vest exclusively with Engard, and may not be used by or for you or anyone on your behalf including its subsidiaries or parent company or any other related party, except as expressly provided herein.
“Intellectual Property Rights” means all intangible legal rights, titles and/or interests, including without limitation, all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, trade names, and corporate names, domain names, any work of authorship, copyrights, trade secrets, design, Confidential Information (as defined below), and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, reexaminations, translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.
Your use of the Service is limited to that specifically and explicitly permitted in this Agreement. You agree to use the Service’s to make only legitimate and legal actions.
You agree to not abuse the Service. “Abuse” includes, without limitation, using the Service to:
Defame, harass, stalk, threaten, abuse or otherwise violate others’ rights as defined by applicable law.
Harm or interfere with the operation of others’ computers and software in any respect, including, without limitation, by uploading, downloading or transmitting corrupt files or computer viruses.
Violate applicable intellectual property, publicity or privacy rights, including, without limitation, by uploading, downloading or transmitting materials or software.
Omit or misrepresent the origin of, or rights in, any file Customer download or upload, including, without limitation, by omitting proprietary language, author identifications, or notices of patent, copyright or trade-mark.
Transmit, post, or otherwise disclose trade secrets, or other confidential or protected proprietary material or information, moreover, provide Engard’s proprietary information to any 3rd party (including: business entities, vendors, integrators etc.).
Download or upload files that are unlawful to distribute through the Service.
Interfere with or disrupt the Service or servers or networks connected to the Service, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” the Service.
Direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at Engard’s computer systems or otherwise, create unreasonable load upon any of Engard’s computer hardware, network, storage, input/output or electronic control devices or infrastructure.
Transmit any information or software obtained through the Service, or copy, create, display, distribute, license, perform, publish, recreate, reproduce, sell, or transfer works derived from the Service.
Falsely use a password or personal identification number during logging into the Account or misrepresent one’s identity or authority to act on behalf of another.
Violate this Agreement in any other manner.
You agree to provide Engard with feedback concerning the functionality and performance of the Services, from time to time, as reasonably requested by Engard, including, without limitation, identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that you may provide to Engard in connection with the Services may be freely used by Engard to improve or enhance its products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by you as aforesaid, shall vest solely with Engard. Engard agrees not disclose the fact that you have provided such feedback without obtaining your prior written consent.
Communication Channels
The Services may provide communication channels such as blogs, forums, communities, or chat areas (collectively, “Communication Channels”) designed to enable the communication of users with Engard. Engard is under no obligation to monitor these Communication Channels but may do so, and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Engard may also terminate or suspend Customer’s access to any Communication Channels at any time, without notice, for any reason. You acknowledge that chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by Engard, and these communications should not be considered reviewed or approved by Engard. You will be solely responsible for all activities within the Communication Channels and under no circumstances will Engard be liable for any activity within the Communication Channels. Customer agrees that some of your communications within the Communication Channels may be public, and unless provided otherwise under Engard’s Privacy Policy, you have no expectation of privacy regarding such use of the Communication Channels. Engard is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users.
Confidentiality
You acknowledge and agree that the Service was developed at considerable time and expense by Engard and contains valuable trade secrets and confidential information of Engard.
Each party hereto (“Recipient“) shall keep any confidential and proprietary information provided by the other party (“Discloser“), the intellectual property rights detailed under Section 6 above, and any information regarding and/or relating to each of the above, which (i) if in written, recorded, electronic, graphical or other tangible form, is marked as confidential and/or proprietary or with a similar legend or other notation denoting the confidential nature of the information or the proprietary interest of the Discloser therein; or (ii) if disclosed orally, is identified orally as confidential and/or proprietary at the time of disclosure and shall be followed by transmittal of a reasonably detailed written summary of the information provided to the Recipient and labeled as confidential and/or proprietary within thirty (30) days of disclosure (“Confidential Information“), in strict confidence, and shall prevent and protect the Confidential Information of the Discloser from unauthorized disclosure or use. The Recipient shall not disclose any or all of the Confidential Information of the Discloser (including methods or concepts utilized therein) to anyone, except to the Discloser, and to the Recipient’s employees who need to know such information under this Agreement. The Recipient shall notify each employee to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such employee, and shall ensure that such employee shall be bound, prior to such disclosure, by a confidentiality undertaking with terms not less restrictive in comparison to the terms set forth in this Agreement.
Information shall not be considered Confidential Information if such information:
was or hereafter becomes known to the Recipient prior to the disclosure by the Discloser.
was at the time of disclosure to the Recipient, or subsequently became generally available to the public through no act of the Recipient.
was received by the Recipient from a third party without restrictions as to disclosure.
was independently developed by the Recipient without use of the Confidential Information of the Discloser.
required to be disclosed by a court or governmental authority or by applicable law or regulation, provided however, that (a) the Recipient notifies the Discloser of such disclosure, to the extent not limited by law; and (b) to the extent possible, provides the Discloser with the opportunity to oppose the disclosure or obtain a protective order.
Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that the potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction.
The Recipient acknowledges and agrees that a violation of any of the Discloser’s proprietary rights, including without limitation, violation of the confidentiality undertakings in this Agreement, may cause significant harm to the Discloser, that monetary damages would be inadequate, and that the Discloser will be irreparably harmed. In the event of such a violation, the Recipient agrees that in addition to any other rights and remedies the Discloser may have, an injunction (whether temporary, preliminary or final) shall be entered in a court of competent jurisdiction against the Recipient upon the request of the Discloser, without bond.
Service Availability
Engard shall make commercially reasonable efforts to ensure that the Services will be accessible and functional on a continuous basis, with the exception of scheduled maintenance periods. The foregoing notwithstanding, you acknowledge and agree that the Services may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Engard’s reasonable control or not reasonably foreseeable by Engard, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
If the Services become inaccessible or are not functional, other than due to scheduled maintenance, Engard shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.
You shall be responsible to ensure that your computer, operating systems, computer networks and network connections, telecommunications facilities or mobile device meets all the necessary technical specifications to enable it to access and use the Services. Engard does not provide you with the equipment to access and/or use the Services. You are responsible for all fees charged by third parties related to its access and use of the Services (e.g., charges by Internet service providers or air time charges).
Exclusion of Warranty; Limitation of Liability
Engard shall not assume any responsibility to any content including User Content. You agree that your use of the Service shall be at your sole risk. Engard makes no warranties or representations about the accuracy or completeness of the content which is transferred, published, uploaded, displayed and/or suggested through the Services, of the content of any sites linked to the Site, of any third parties’ materials and assumes no liability or responsibility for any:
Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content;
Direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the Services;
Any unauthorized access to or use of third party materials, secure servers and/or any and all personal information and/or financial information stored therein;
Any interruption or cessation of transmission to or from the Services;
Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party; or
Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available via the Services.
A number of factors may impact the quality of your communications and use of the Services, and may result in the failure of its communications including, without limitation, your local network, firewall, your internet service provider, the public internet and your power supply. Engard takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which it has no control.
Other than the warranties expressly set forth in this agreement, you acknowledge that the services are being provided ‘as is’. Engard expressly disclaims any and all warranties, whether express or implied, including without limitation any warranty or condition of merchantability, fitness or suitability for any particular purpose (even if on notice of such purpose), non-infringement, satisfactory quality, or that the services will be uninterrupted or error free. Engard is not responsible or liable for the deletion of or failure to store any customer data and other communications maintained or transmitted through use of the services. You are solely responsible for securing and backing up your data.
In no event shall Engard or anyone on its behalf be liable for any indirect, incidental, special, or consequential damages of any kind, including without limitation any loss of actual or anticipated revenue, business, savings or profits, or lost data, in connection with this agreement and the services to be provided hereunder, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Engard has been advised of the possibility of such damages.
Notwithstanding anything to the contrary herein, in no event shall the total liability of Engard for any claim under any cause of action in connection with this agreement and the services to be provided hereunder exceed the applicable fees paid to Engard by you under this agreement in the twelve (12) months preceding such claim; if no fees apply to your use of the Service, Engard’s liability for any damages or claims of any kind, shall not exceed US$ 1.
Third Party Materials
You may be able to access, review, display or use third party services, resources, content, data, information, software code (including, without limitation, any suggested code) and/or links to other websites or resources (the “Third Party Materials”) via the Service. You acknowledge sole responsibility for and assume any and all risks arising from your access to, use of or reliance upon any such Third Party Materials, and Engard disclaims any liability that you may incur arising from your access to, use of or reliance upon such Third Party Materials through the Service. You acknowledge and agree that Engard: (i) is not responsible for the availability, accuracy integrity, quality or lawfulness of such Third Party Materials or the products or services or deliverables on or available from such Third Party Materials; (ii) has no liability to you or any third party for any harm, or losses suffered as a result of your access to or use of such Third Party Materials; and (iii) does not make any promises to remove Third Party Materials from being accessed through the Service. Your ability to access or link to Third Party Materials or third party service does not imply any endorsement by Engard of Third Party Materials or any such third party service.
These Terms of Use do not authorize you to, and you may not use any Third Party Materials except as expressly permitted (by license or otherwise) by the owners of such Third Party Materials and such owners may have the right to seek damages against you for any unauthorized use of their Third Party Materials. Without derogating from any of Engard’s rights and remedies under these Terms and/or under law, Engard will be entitled, at its sole discretion, to immediately discontinue your access to the Service or any part thereof, including the termination of the Account, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Third Party Materials. You may not use any Third Party Materials for which you have not obtained appropriate approval to use. Engard cannot grant permission to use third party content.
Miscellaneous
This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law principles. All actions, suits or proceedings under or related to this Agreement shall be adjudicated in the courts of Tel-Aviv, Israel, to the exclusion of any other jurisdiction, and the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
All notices permitted or required hereunder shall be in writing and shall be sent by email, registered mail (postage prepaid) or personal delivery at the email or property address set out in the Order or at any other e-mail or address as either party may specify in writing. Any such notice will be deemed as being received on the date of transmission of e-mail or personal delivery unless given outside normal business hours in which case such notice shall be deemed as being given on the next business day, or if sent by registered mail, on the fifth day after being sent (unless such day is not a business day in which event the notice shall be deemed as being given on the next business day).
Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under this Agreement without the prior written consent of the other party, provided however, that Engard may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of Engard’s assets or other such corporate reorganization.
The terms and provisions herein contained and in the Order constitute the entire Agreement between the parties with respect to the subject matter hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matter hereof.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Engard may identify Customer on Engard’s website(s) and other marketing materials as a user of the Services.
For any questions about this Agreement or any other issue regarding Engard or the Service please contact us at: support@engard.io.
Last updated: February 2022
All rights reserved, Engard Systems Ltd.
