Terms & Conditions – Shieldly

Terms & Conditions

These terms and conditions, as updated from time to time by Shieldly, (hereinafter the “Agreement” or “Terms of Use”) are incorporated into and made an integral part of the terms and conditions stated in the Shieldly End User License Agreement (“EULA”) which you acknowledge as having read, understood and agreed to upon clicking the “ACCEPT” option or installing the Software and/or your use of or access to the Services.


I. Terms of Use
II. Privacy and Information Sharing
III. DISCLAIMER OF WARRANTIES AND LIABILITY
IV. LIMITATION OF LIABILITY
V. Unsolicited Idea Submission Policy
VI. International Use
VII. INDEMNIFICATION
VIII. Your Passwords and Account Security
IX. Termination of the Agreement
X. Miscellaneous


I. Terms of Use:

Notice: These terms and conditions apply to your purchase and/or use of Shieldly Premium Security Services (hereinafter “Services”) offered or provided by Shieldly and govern the relationship between Shieldly and you with respect to the provision of the Services, even if you have agreed to other or conflicting terms and conditions of third parties associated with this business relationship or the provision of such services and/or products. Your use of the Services means that you have accepted these terms in their entirety and you shall follow all applicable laws and regulations. If you do not agree with the Terms of Use, do not use the Services. We reserve the right, in our sole discretion, to modify or update these Terms of Use at any time, and we may refuse to provide you the Services for any reason. Please check the Terms of Use under the License Agreement link each time you visit www.MyPcWatchdog.com for the most current information.

II. Privacy and Information Sharing:

Since it affects your use of the Services, please review our Privacy Policy and these Terms of Use. We collect, use and disclose information about you as provided in our Privacy Policy located by way of the “Privacy Policy” and subject to the terms of this Agreement in order to perform the Services to you. Our Privacy Policy is incorporated into this Agreement, and you agree to accept the terms of the Privacy Policy as a condition to your acceptance of this Agreement.

You agree and authorize Shieldly, it agents and employees, to provide your personally identifiable information (or information about your child you have enrolled) to third parties from time to time as provided in our Privacy Policy and as set forth herein. You waive any and all claims against Shieldly, its agents and employees for the acts or omissions of these third parties with regard to the use or disclosure of such information. You further authorize Shieldly, it agents and employees to obtain various information and reports about you (or about your child that you have enrolled) in order to perform the Services, including, but not limited to, address history reports, credit, name and alias reports, and all other relevant reports.

III. DISCLAIMER OF WARRANTIES AND LIABILITY:

A. Nothing in these Terms of Use, including Articles III and IV, shall exclude or limit Shieldly’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.B. In order to become a “Subscriber,” you, the End User, must complete the registration process on the registration page, and following such registration you are also required to enter the data necessary for login purposes (collectively referred to as the “Site”). All content, memberships, and the Services made available on or accessed through the Site, is provided to you “as is, where is” to the fullest extent permissible under applicable law, neither Shieldly nor its affiliates make any representations or warranties of any kind whatsoever as to the content, memberships, or the Services available on or accessed through the Site, that a Subscriber will have continuous, uninterrupted or secure access to the Site, memberships, products or the Services or that the Site, memberships, products or the Services will be error-free. In addition, Shieldly and its affiliates disclaim all express or implied warranties, including title, merchantability, and fitness for a particular purpose, non-infringement and informational content. Therefore, you agree that your access to, and use of, the Site, memberships, products, the Services and content are at your own risk. By using the Services and the Site, you acknowledge and agree that neither Shieldly nor its affiliates have any liability to you (whether based in contract, tort, strict liability or otherwise) for any direct, indirect, incidental, consequential or special damages arising out of or in any way connected with your access to or use of the Site, content, memberships, products or Services, even if we have been advised of the possibility of such damages.

C. No advice or information, whether oral or written, obtained by you from Shieldly or through or from the Services shall create any warranty not expressly stated in this Agreement.

D. We are not a credit repair organization, or similarly regulated organization under other applicable laws, and do not provide credit repair advice.

E. Our credit monitoring offerings monitor only the credit file associated with the purchasing consumer, and do not monitor, compare or cross-reference the credit file associated with the purchasing consumer to any other credit file(s) maintained by the applicable credit bureau(s).

IV. LIMITATION OF LIABILITY:

A. Subject to overall provision in paragraph III.A above, you expressly understand and agree that Shieldly and its subsidiaries and affiliates, and its licensors shall not be liable to you for:

1. Any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss; or2. any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

a. any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services, the Site or elsewhere; b. any changes which we may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);

c. the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;

d. your failure to provide us with accurate account information; or

e. your failure to keep your password or account details secure and confidential.

B. The limitations on our liability to you in paragraph IV.A above shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

V. Unsolicited Idea Submission Policy:

When you provide us with comments, suggestions, or ideas (collectively “Feedback”), such Feedback is not considered confidential and becomes the property of Shieldly. We are not obligated to you if you provide such Feedback. We are free to use, copy, or distribute the Feedback to others for any purpose.

VI. International Use:

Because you can access this Site and use the Services internationally, you agree to follow all local rules about the Internet, data, e-mail, and privacy. Specifically, you agree to follow all laws that apply to transmitting technical data exported from the United States or the country of your residence.

VII. INDEMNIFICATION:

You agree to indemnify, defend and hold harmless Shieldly, its officers, directors, employees, agents, licensors, suppliers and any third party providers of information or services to the Site or in connection with the provision of the Services from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use or your violation of applicable laws, rules or regulations. In the event that Shieldly is subject to any claim for which we have the right to be indemnified by you, we will have the right to, at your expense, assume the exclusive defense and control of any such claim, and you will not in any event settle any claim without our prior written consent.

VIII. Your Passwords and Account Security:

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately.

IX. Termination of the Agreement:

A. These Terms of Use will continue to apply until the end of the Initial Term or relevant Renewal Terms you purchased for the Services.B. Shieldly may at any time, terminate this Agreement with you if:

1. you have breached any provision of the Terms of Use (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms of Use);2. we are required to do so by law (for example, where the provision of the Services to you is, or becomes, prohibited by law); or

3. the provision of the Services to you by us is, in our opinion, no longer commercially viable, whereby paid subscription fees for the remaining period of the Initial Term or, as the case may be, the Renewal Term, shall be refunded to you on a pro-rata basis.

C. When these Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and Shieldly have benefited from, been subject to (or which have accrued over time while the Terms of Use have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Articles III, IV, V and VIII-XII, inclusive, shall continue to apply to such rights, obligations and liabilities indefinitely.

X. Miscellaneous:

A. No waiver of any breach of any provision of these Terms of Use or of any agreement with Shieldly will constitute a waiver of any prior, concurrent, or subsequent breach of the same or other provisions or of any such agreement. All waivers must be in writing. If any court of competent jurisdiction finds any part or provision of these Terms of Use or of any other agreement between you and Shieldly to be invalid or unenforceable, such findings will have no effect on any other part or provision of these Terms of Use or any other agreement between you and Shieldly. B. Shieldly is not responsible for delay or failure to perform due to causes beyond our reasonable control.

C. Any rights not expressly granted herein are expressly reserved by Shieldly.

D. Any references in this Agreement to “us” or our” are references to Shieldly and its affiliates, respectively.

E. The use of “End User” or “Subscriber” respectively is a reference to You.

a. You may be required to download the Software in order to use the Services. In order to back up your data, you need to select the data you wish to backup (“Selected Data”) and the Software will automatically backup any revisions or modifications that you make to the Selected Data provided that the Software is running.b. Shieldly Corporation offers (i) Shieldly Free Services and (ii) Shieldly Paid Services. The Shieldly Free Services provides you with a limited amount of storage space as specified at https://www.MyPcWatchdog.com. You may upgrade to the Shieldly Paid Services which provides you with an increased amount of storage space for a yearly or monthly fee at the then current rate listed on the https://Shield.ly official Shieldly website and as further stated in f) below. The Selected Data is stored redundantly; however, you may not be able to gain access to your Selected Data during scheduled maintenance or other force majeure occurrences.

c. Shieldly understands the critical importance of security and privacy and has taken extraordinary measures to protect your Selected Data. When you register for the Services you will choose a personal login in the form of a valid email address (“Username”) a private password (“Password”) and if you choose as additional security your own Secret Passphrase. Your Username and Password are required to access your Selected Data in a readable format. Further, to ensure complete privacy and security, your Secret Passphrase is NEVER stored or known by Shieldly Corporation. It is therefore extremely important to remember your Passphrase as Shieldly will not be able to reset your Passphrase or provide access to your Selected Data should you forget it. You may change your password at any time by opening the ‘ACCOUNT’ page in the application. Upon registration, you will also be prompted to create an optional password hint (“Password Hint”). The Password Hint is designed to provide you with enough information to recall your password should you forget it. Shieldly will store the Password Hint encrypted and only provide it back to the e-mail address entered on your account at the time of registration. You can retrieve your Password Hint anytime on the Shieldly website by clicking on the appropriate link therein.

d. Terms of Service. (i) Shieldly Corporation reserves the right in its sole discretion to establish general operating practices and procedures to maximize the operation and availability of the Services for the greatest benefit of its customers. If, in using the Shieldly Free or Paid Services you are deemed to have violated the policies set forth in this Agreement, Shieldly Corporation reserves the right to freeze, cancel and/or purge your account or Selected Data and shall provide you with written notice via email of your violation so that you may respond to such determination within thirty (30) days (or sooner if required by law). If no response is received by Shieldly Corporation within thirty (30) days of sending you notice of the violation (or sooner if required by law), and without prejudice to Shieldly Corporation’ rights under these terms and other available remedies, Shieldly Corporation reserves the right to immediately restrict, block or terminate your access to or use of the Services and your account without any obligation to provide you any compensation whatsoever in relation to such restriction, blockage or termination. (ii) Upon termination of the Services, the Selected Data shall be stored for your final download and storage elsewhere ninety (90) days from the termination date, upon which time your Selected Data shall be deleted from Shieldly Corporation’ system. (iii) You acknowledge and agree that your Selected Data may not be available at certain intervals in order for Shieldly Corporation to perform performance maintenance on its servers, or other reasons beyond the control of Shieldly Corporation.

e. Registration. In order to access the Services, you must complete the registration process and obtain your personal Username (email address) and Password. In connection with your registration, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form; and (b) maintain and promptly update such information to keep it true, accurate, current and complete. In addition, you may only register for one Shieldly Free Services account. If you provide any information that is untrue, inaccurate, not current or incomplete, or if you register for more than one Shieldly Free Services account, Shieldly Corporation has the right to suspend or terminate your account and refuse any and all current and future use of the Services. In addition, MShieldly Corporation reserves the right to deny registration to any customer it deems inappropriate to use the Services. By registering for the Services, you represent to Shieldly that you are of legal age and have the legal capacity to enter into this Agreement. You are solely responsible for maintaining the strict confidentiality of your Username and Password and for any charges, costs, expenses, damages, liabilities and losses, you or Shieldly Corporation may suffer as a result of your failure to do so. Furthermore, you are entirely responsible for any and all activities that occur under your Username and Password, including any charges for additional storage space, etc., or other charges associated with your account, and for ensuring that use of your account complies fully with this Agreement. You agree to immediately notify Shieldly Corporation of any unauthorized use of your account or any other breach of security. You are strictly forbidden to use any other customer’s account, at any time, without the permission of the account holder.

f. Payments, renewal, and notices. (i) In addition to these terms, the payments due for the Shieldly Paid Services are subject to the subscription rates and period chosen during the online order process (or, if applicable, through your Shieldly account). Upon a successful order or upgrade, you will receive an e-mail confirmation containing the relevant Shieldly Paid Services subscription, rate and period chosen. To the extent applicable, all payments shall be made by credit card. Payments are due upon account activation and future renewal dates. Services will not be activated until payment is received. The Services for any renewal period will not be provided unless and until Shieldly Corporation has received payment for such renewal period. Renewal payments shall be automatically charged to your credit card and your account shall automatically renew unless you provide Shieldly Corporation with notice of your termination of the Services.

g. Fair usage policy. In order to safeguard the network and facilities as well as to protect against egregious use of the online backup facility your usage will be subject to the terms of Fair Usage and Shieldly will monitor your usage to ensure compliance. The vast majority of Shieldly’s customers (that is more than 95%) of this online backup facility will not use the Services excessively. Shieldly will determine from time to time what is deemed excessive usage in relation to typical uses of the Services. Currently the usage range per customer is estimated well below 500GB of online storage space. This estimate is subject to periodic review based on future consumer behavior and usage of the Services, and if amended, will be posted on the relevant Shieldly product specific webpage. In the event you chose an unlimited storage option for the Shieldly Paid Services, your usage of the Services if in excess of 500GB may at Shieldly’s sole discretion be subject to additional usage fees, as referenced in f) above and in this paragraph g). Furthermore, the following fair usage criteria shall also apply: as part of the functionality of the Services, you will be able to share your Selected Data with others (“Sharing Function”) subject to the terms of this Agreement. Notwithstanding the foregoing, you agree and understand that the Sharing Function is meant for your personal use only and is not intended for widespread dissemination of your Selected Data. Shieldly Corporation reserves the right to monitor general system usage and performance to identify excessive use of the Sharing Function. The Sharing Function may be deemed excessive by Shieldly Corporation if the network traffic greatly exceeds the average usage of the Services by customers generally, resulting in a blocking or a limitation in the Sharing Function (“Restriction”). Such monitoring and any possible Restriction is to safeguard the network and facilities as well as to protect against egregious use of Shieldly ShareRooms as massive content distribution channels. Without prejudice to g) xii below, the decision and assessment whether or not network traffic exceeds the average usage and any resulting Restriction, or application of additional fees, is solely determined by and at the discretion of Shieldly Corporation.

Additionally, you may not store, transmit or share through the Services any material, or otherwise engage in any conduct that:

(i) violates or infringes the rights of others, including without limitation patent, trademark, trade secret, copyright, publicity or other proprietary rights;(ii) involves uploading, posting, emailing, transmitting or otherwise making available Selected Data that you do not have the right to make available under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements, etc.)

(iii) is unlawful, threatening, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, indecent or obscene;

(iv) victimizes, harasses, “stalks,” degrades, attacks or intimidates an individual or group of individuals on any basis, including but not limited to religion, gender, sexual orientation, race, ethnicity, age or disability;

(v) harms minors in any way;

(vi) impersonates any person, business or entity (including but not limited to an Shieldly official), or in any way falsely states or misrepresents your affiliation with a person or entity; (vii) involves forging headers or otherwise manipulating identifiers in order to disguise the origin of any Selected Data transmitted or shared through the Services;

(viii) contains viruses or any other computer code, files or programs that interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;

(ix) disrupts other customers’ use of the Services;

(x) instigates or encourages others to commit illegal activities or cause injury to any person or property damage

(xi) encourages conduct that would constitute a criminal offense or that gives rise to civil liability

(xii) violates this Agreement or any other terms of use, rules or policies applicable to the Services, which includes but is not limited to consistent and excessive use of the Sharing Function, for which a Restriction is not a sufficient remedy.

In the event Shieldly Corporation is made aware that any such content may be uploaded using the Services, Shieldly Corporation reserves the right to block any and all access to such content. Furthermore, Shieldly Corporation reserves the right to in its sole discretion to determine whether any of the Selected Data falls within the abovementioned prohibited categories.

h. You may not use the Services in any manner that could damage, disable, disrupt, overburden, impair or otherwise interfere with the Services or any servers or networks that you may interact with through your use of the Services, or otherwise interferes with the use or enjoyment of the Services by others. You may not attempt to gain unauthorized access to the Services, other user accounts or any computer systems or networks that are connected to the Services through hacking, password mining or any other means. You may not intentionally compromise the security of your account by publicly disclosing you Username and/or Password. Shieldly Corporation may pursue any legal and/or technical remedies to prevent the violation of this provision and to enforce this Agreement.

i. No Spam. You are prohibited from using the Services for chain letters, junk mail, spamming, or commercial activities of any kind. You may not harvest information about other customers for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications. Shieldly Corporation reserves the right to terminate your access to or use of the Services immediately and take any other legal action if you, or anyone using your account, violates these provisions. In the event Shieldly Corporation terminates your access to or use of the Services, Shieldly Corporation shall follow the procedures set forth in the Terms of Service section (paragraph d) above, with regard to purging any of your Selected Data. Shieldly Corporation may pursue any technical and legal remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within its systems or communications networks.

j. Third Party Content or Selected Data. You acknowledge that Shieldly Corporation does not represent or endorse the accuracy or reliability of any content, advice, opinion, statement, suggestion or other information offered by third parties or other customers that is shared or distributed through the Services. Any advice, opinions, statements, suggestions, services, offers or other information or content presented or disseminated by third parties via the Services are those of their respective authors who are solely liable for their content. Your reliance upon any such advice, opinion, statement, suggestion or information shall be at your sole and exclusive risk.

k. Amendments. Shieldly Corporation reserves the right to update the terms and conditions of this Agreement from time to time by uploading the most recent version onto its official website www.Shield.ly. You agree to be bound by the most recent version of these terms and conditions as available on www.Shield.ly, unless you provide Shieldly Corporation with a written notice notifying Shieldly Corporation that you do not wish to be bound by such updated terms and conditions. In that case, Shieldly Corporation reserves the right to immediately terminate this Agreement and the Services, however the relevant clauses relating to your payment obligations, including amounts due but not yet invoiced, survive such termination until payments are received by Shieldly Corporation in full.

l. Enforcement. Shieldly reserves all rights in law and equity for the enforcement of the terms and conditions contained herein.

a. notifying Shieldly Corporation that you do not wish to be bound by such updated terms and conditions. In that case, Shieldly Corporation reserves the right to immediately terminate these Shieldly DNT Terms, EULA and the use of the Software, however any relevant clauses shall survive such termination.b. Enforcement. Shieldly reserves all rights in law and equity for the enforcement of the terms and conditions contained herein.


THIRD PARTY TERMS & CONDITIONS:

Welcome to our Third Party Terms and Conditions section. This is where you’ll find specific terms and conditions that apply to any third party software, hardware, and/or services supplied by Shieldly Corporation. Please note that all warranties and other terms governing such third party products, be they software, hardware or services, are governed by these specific conditions as supplied by applicable third parties. By agreeing to Shieldly’s End User License Agreement (EULA), you also accept the conditions outlined in this section.

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