Effective Date: March 2020

These Terms of Use (“Terms”) are a legal contract between You and Securly, Inc. ("Securly", "Us", "Our" or "We"; collectively, "Everyone") and govern Your use of all the text, data, information, software, graphics, photographs and more (all of which We refer to as “Materials”) that We and Our affiliates may make available to You, as well as any services, including cloud based web filtering and online activity monitoring (“Services”) We may provide through any of Our websites (all of which are referred to in these Terms as this “Website”).

READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS WEBSITE IF YOU DO NOT ACCEPT THESE TERMS.

Changes

We may alter the Materials and Services We offer You and/or choose to modify, suspend or discontinue this Website at any time and without notifying You. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. We will inform You of any modifications to these Terms by posting them on this Website.

If You object to any such modifications, Your sole recourse shall be to cease using this Website. Continued use of this Website following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of this Website. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

General use

By using this Website, You represent, acknowledge and agree that You are at least 18 years of age, or if You are under 18 years of age but are at least 13 years old (a “Minor”), that You are using the Website with the consent of Your parent or legal guardian and that You have received Your parent’s or legal guardian’s permission to use the Website and agree to its Terms. If You are a parent or legal guardian of a Minor, You hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Us if the Minor breaches any of these Terms. If You are not at least 13 years old, You may not use the Website at any time or in any manner or submit any information to Us or the website. We invite You to use this Website for individual, consumer purposes ("Permitted Purposes").

In these Terms we are granting You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and use the Services; Your right to use the Materials and the Services is conditioned on Your compliance with these Terms. You have no other rights in this Website, the Services or any Materials and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Website, the Services or the Materials in any manner. If You make copies of any of this Website while engaging in Permitted Purposes then We ask that You be sure to keep on the copies all of Our copyright and other proprietary notices as they appear on this Website.

If You breach any of these Terms the above license will terminate automatically and You must immediately destroy any downloaded or printed Materials (and any copies thereof).

Password restricted areas of this website

For school districts who have entered into a separate service agreement with Us (“School Districts”) or for a limited free-trial period as described in the Free- trial section below, We offer (i) school administrators and teachers (“Administrators”) accounts (“Administrator Accounts”) and (ii) parents of students in the School Districts (“Parents”) accounts (“Parents Accounts”; collectively with Administrator Accounts, “Accounts”). In order to access certain password-restricted areas of this Website and to use certain Services and Materials offered on and through this Website, You must have an Account with Us. If You are a School Administrator, We may send You an email with information on how to log into Your Administrator Account or You may register for an Administrator Account with Us by logging into Your School District Google or Microsoft Azure account through Our Website. If You are a Parent, We may send You an email with information on how to log into Your Parent Account.

If You sign up for an Administrator Account, You represent and warrant that You are a school administrator or teacher. For so long as You use the Account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your Account and making relevant changes directly or contacting Us using the below contact information and We can make the changes for You. If You forget Your password, We will send a password update to Your provided email address.

You are responsible for complying with these Terms when You access this Website, whether directly or through any account that You may setup through or on this Website. Because it is Your Account, it is Your job to obtain and maintain all equipment and services needed for access to and use of This Website as well as paying related charges. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that We may allow You to use to access this Website. Should You believe Your password or security for This Website has been breached in any way, You must immediately notify Us.

Free Trials

We may also allow Administrators to sign up for a free-trial of certain paid Services (“Free-trial”). During the Free-trial period, We may contact You regarding Your School District entering into a services agreement for paid Services with Us. If Your School District does not sign up for the paid Services with Us, at the end of the Free-trial period, We will end Your access to the paid Services. There is a limit of one (1) Free-trial per Administrator and Free-trials are personal and non-transferable. We reserve the right to deny any request for a Free-trial or cancel any Free-trial at any time in Our sole discretion.

Electronic communications

By using the Website and/or the Services provided on or through the Website, You consent to receiving electronic communications from Us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Website and/or Services. These electronic communications are part of Your relationship with Us. You agree that any notices, agreements, disclosures or other communications that We send You electronically will satisfy any legal communication requirements, including that such communications be in writing.

Responsibilities, warranties and restrictions

(a) You agree that You shall not: (i) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services, or in any way attempt to reconstruct or discover any source code or underlying ideas or algorithms of any part of the Services; (ii) access or use the Services in order to build a similar or competitive product or service or for the purposes of bringing an intellectual property infringement claim against Securly; (iii) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any of the Services; and (iv) attempt to gain unauthorized access to the Services and to make commercially reasonable efforts to prevent unauthorized third parties from accessing the Services.

(b) You shall not (i) access or attempt to access the administrative interface of the Services by any means other than through the interface that is provided by Securly in connection with the Services, unless otherwise agreed in writing or (ii) intentionally engage in any activity that interferes with or disrupts the Services (or any servers or networks that are connected to the Services). You may not access the Services in a manner intended to avoid incurring fees.

(c) You represents, covenants, and warrants that You will use the Services only in compliance with these Terms and all applicable laws and regulations. Although Securly has no obligation to monitor Your use of the Services, Securly may do so and may prohibit any use of the Services it reasonably believes may be (or is alleged to be) in violation of these Terms or applicable laws and regulations.

Ownership of user data

The Services may allow You to track and gather a range of data and information regarding Your employees, agents, independent contractors, and students (“User Data”). You shall retain all title to and ownership of and all proprietary rights with respect to User Data, and shall be solely responsible for its use thereof. You are also responsible for securing and backing up Your User Data. You hereby grants Securly a worldwide, royalty-free, and non-exclusive license to access and use User Data for the sole purpose of enabling Securly to provide the Services, and for the limited purposes set forth in Securly’s Privacy Policy (described below).

Privacy Policy

The parties agree that Securly is a service provider to You, and that Securly’s collection and use of the User Data of children under the age of 18 (“Minors’ User Data”) is conducted on behalf of and with the authorization of You. You have received and reviewed Securly’s Privacy Policy and Children’s Privacy Policy and Notice of Privacy Practices (together the “Privacy Policy”) and expressly consents to the collection, use and disclosure of Minors’ User Data in order to perform the Services requested by Securly, including as set forth in the Privacy Policy as applicable to the Services requested by Securly. For the purposes of the Children’s Online Privacy Protection Act, You acknowledges that You are authorized to consent to Securly’s collection, use and disclosure of Minor User Data related to minors under 13 years old, and by agreeing to these Terms, You grant Your consent to Securly’s collection, use and disclosure of Minor User Data in accordance with the Privacy Policy, which may be updated from time to time, provided You will be notified of any material changes. You agree that you will provide any necessary notice and obtain any necessary consent from students or parents related to the Services.

Unauthorized activities

To be clear, We authorize Your use of this Website only for Permitted Purposes. Any other use of this Website beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Website. This is because as between You and Us, all rights in this Website remain Our property.

Unauthorized use of this Website may result in violation of various United States and international copyright laws. Unless You have written permission from Us stating otherwise, You are not authorized to use this Website in any of the following ways (these are examples only and the list below is not a complete list of everything that You are not permitted to do):

  1. For any public or commercial purpose which includes use of this Website on another site or through a networked computer environment;
  2. In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Website;
  3. In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
  4. To stalk, harass, or harm another individual;
  5. To impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
  6. To interfere with or disrupt this Website or servers or networks connected to this Website;
  7. To use any data mining, robots, or similar data gathering or extraction methods in connection with this Website; or
  8. Attempt to gain unauthorized access to any portion of this Website or any other accounts, computer systems, or networks connected to this Website, whether through hacking, password mining, or any other means.
You shall defend Securly against any cause of action, suit or proceeding (each a “Claim”) made or brought against Securly by a third party arising out of or attributable to (i) Your use of the Service or (ii) Your violation of these Terms, and shall indemnify Securly for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Securly in connection with the Claim, on condition that Securly (a) promptly gives You written notice of the Claim; (b) gives You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Securly of all liability); and (c) provides reasonable assistance in connection with the defense (at Your reasonable expense).

Proprietary rights

"Securly," is a trademark that belongs to Us. Other trademarks, names and logos on this Website are the property of their respective owners. Unless otherwise specified in these Terms, all Materials, including the arrangement of them on this Website are Our sole property, Copyright © 2018 Securly, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Additional terms

The Services include and make use of certain functionality and services provided by third-parties that allow Us to include certain content from Google, Inc. (“Google”), such as YouTube content, as part of the Securly Services. Your use of the Securly Services with respect to YouTube content is subject to Google’s then current YouTube Terms of Service (https://www.youtube.com/t/terms) and by using the Google Services, You are agreeing to be bound by Google’s YouTube Terms of Service.

Disclaimer of warranties

(a) SECURLY DOES NOT GUARANTEE THAT (A) THE SERVICES AND THE WEBSITE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT SECURLY WILL CORRECT ALL ERRORS, (B) THE SERVICES AND THE WEBSITE WILL OPERATE IN COMBINATION WITH YOU’S CONTENT OR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY SECURLY, AND (C) THE SERVICES AND THE WEBSITE WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS, OR EXPECTATIONS. YOU ACKNOWLEDGES THAT SECURLY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES AND THE WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SECURLY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES AND THE WEBSITE THAT ARISE FROM YOUR CONTENT OR APPLICATIONS, OR THIRD PARTY CONTENT OR SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT OR SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, SECURLY DOES NOT GUARANTEE OR WARRANT (A) THAT THE SERVICES OR THE WEBSITE WILL COMPLY WITH THE REQUIREMENTS OF THE CHILDREN’S INTERNET PROTECTION ACT, (B) THAT THE SERVICES OR THE WEBSITE WILL FUNCTION TO PREVENT MINORS FROM BEING EXPOSED TO INAPPROPRIATE, HARMFUL, UNSAFE, OR OBSCENE CONTENT ONLINE, OR (C) THAT THE SERVICES OR THE WEBSITE WILL PREVENT OR OTHERWISE DISCOURAGE CYBERBULLYING OR SELF-HARM BY MINORS.

(c)TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT UNDER THE UCC.

Limitation of liability

WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS WEBSITE OR THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED THESE TERMS SHALL NOT BE MORE THAN $100.00.

Local laws; export control

We control and operate this Website from Our headquarters in the United States of America and the entirety of this Website may not be appropriate or available for use in other locations. If You use this Website outside the United States of America, You are solely responsible for following applicable local laws.

Feedback and analyses

Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant Us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as We may determine in our sole discretion. Notwithstanding the foregoing, you understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.

We may provide You with certain reports and analyses as part of the Services (“Reports”). We shall retain all title to and ownership of and all proprietary rights with respect to such Reports. We hereby grants You a non-exclusive, non-sublicensable, and non-transferable license, for the term of the Services, to use Reports strictly for Your legitimate, non-commercial, educational purposes.

Language

The Parties hereto have expressly required that this agreement and all documents and notices relating thereto be drafted in the English language.

General

We think direct communication resolves most issues – if We feel that You are not complying with these Terms, We will tell You. We may provide You with recommended necessary corrective action(s).

However, certain violations of these Terms, as determined by Us, may require immediate termination of Your access to this Website without prior notice to You. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Website will be heard in the courts located in Santa Clara County, California. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforced any of these Terms, We are not waiving Our rights.

These Terms are the entire agreement between You and Us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Everyone about this Website. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

Contact us

If You have any questions about these Terms or otherwise need to contact Us for any reason, You can reach Us by email at support@securly.com or by mail at Securly, Inc. 5600 77 Center Drive, Suite 350 Charlotte, NC, United States.