Last Updated Date: October 11, 2019
BY CLICKING AN “I AGREE” OR “I ACCEPT” BUTTON; COMPLETING THE REGISTRATION PROCESS; OR ACCESSING OR USING THE PORTAL IN ANY WAY, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD. If you do not agree with every provision in this Agreement or are not at least eighteen (18) years old, then you may not use the Parent Portal in any way.
- This Agreement is subject to occasional revision (see Section 8.1 of this Agreement), and we reserve the right to charge fees for accessing or using the Portal in the future.
- Please be aware that Section 7 of this Agreement contains an arbitration agreement which will, with limited exceptions, require disputes between us to be submitted to binding and final arbitration. You will be permitted to pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding. You are waiving your right to seek relief in a court of law and to have a jury trial on your claims.
To use certain features of the Portal, you and/or your School must register you for an account (“Account”) using information that you supply your School (such as your email address and your association as parent/guardian with a child). You represent and warrant that: (a) all required registration information you submit to your School or directly to us is truthful and accurate; and (b) you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. GoGuardian cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. GoGuardian Parent Portal
2.1 Access and Use
Subject to this Agreement, GoGuardian grants you a trial, evaluation non-exclusive, revocable, limited, nontransferable, non-assignable, and “as is” right to use and access the Portal solely for your own personal, non-commercial use, subject to any use limitations put in place or provided by Portal and solely for the purpose of evaluating the functionality of the Portal. GoGuardian endeavors to make the Portal accessible twenty-four (24) hours a day, but you may experience occasional downtime as a result of routine or emergency maintenance or events beyond our reasonable control.
2.2 Support and Maintenance
Because your School is the main account holder of GoGuardian Offerings and understands how your particular School operates and has implemented GoGuardian Offerings, if you have any questions about the Portal or information contained in the Portal, please contact your School. You acknowledge and agree that your School (rather than GoGuardian) we provide you with support or maintenance in connection with this Portal.
2.3 Modifications or Discontinuation
2.3.1 By Your School
Because your School manages its GoGuardian account, including managing this Portal, your School and reserves the right, at any time, to modify, suspend, or discontinue the Portal (or any part thereof) without notice to you. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuation.
2.3.2 By GoGuardian
GoGuardian reserves the right, at any time, to modify or discontinue the Portal (or any part thereof). If GoGuardian makes a material change to the Portal, including if it elects to discontinue offering the Portal, GoGuardian will notify you within the GoGuardian Offering interface or by sending you an email. If GoGuardian discontinues the Portal and you paid for access to it, GoGuardian shall also issue you a pro rata refund for the period of your term that was discontinued.
2.4 Acceptable Use
2.4.1 By Your School
Your School may have an acceptable technology use policy that applies to users of its accounts (including this Portal), devices, and network. If you have any questions or are unaware of your School’s policies that might apply to your use of the Portal, please ask your School administrator for a copy of all appropriate policies, including any acceptable technology use policies that apply.
2.4.2 By GoGuardian
We need your help to ensure that the GoGuardian Offerings are used safely and appropriately. You shall not, directly or indirectly, and shall not authorize any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, structure, ideas, algorithms, or associated know-how of, the Portal, or reconstruct, or discover, any hidden or non-public elements of the Portal; (b) translate, adapt, or modify the Portal or any portion thereof; (c) write or develop any program based upon the Portal or any portion thereof, or otherwise use the Portal in any manner for the purpose of developing, distributing or making accessible products or services that compete with the Portal; (d) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Portal or any rights thereto; (e) export, sell or distribute any content or portion of the Portal, allow access to it (or any content or other portion thereof) by any third persons, make the Portal available on a service bureau basis, or otherwise access or use the Portal for the benefit of a third party; (f) transmit unlawful, infringing, or harmful data or code or any other data or code that you are not authorized to transmit, either to or from the Portal; (g) interfere with, disrupt, or create an undue burden on servers or networks connected to the Portal; (h) attempt to gain unauthorized access to the Portal (or to other computer systems or networks connected to or used together with it); (i) alter or remove any trademarks or proprietary notices contained in or on the Portal; (j) engage in framing, mirroring, or otherwise simulating the appearance or function of the Portal; (k) perform or publish any performance or benchmark tests or analyses relating to the Portal; or (l) otherwise use the Portal except as expressly permitted hereunder.
You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Portal and its content are owned by GoGuardian or our suppliers. Neither this Agreement nor your access to or use of the Portal transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. GoGuardian and its suppliers reserve all rights not granted in this Agreement.
2.6 Compliance with Law
You are responsible for using the Portal in compliance with all applicable federal and state laws and regulations. You shall not use the Portal in violation of any applicable law.
GoGuardian may periodically request that you provide, and you agree to provide to GoGuardian, feedback regarding the use, operation and functionality of the Portal (“Feedback”). Such Feedback shall include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems and user-desired features. You hereby assign to GoGuardian all rights in the Feedback and agrees that GoGuardian shall have the right to use the Feedback and related information in any manner it deems appropriate. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
4. Warranties, Disclaimer and Release.
4.1 You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (a) provide, provide access to, disclose, or submit any data, content, or information, including Feedback, that you provide, provide access to, disclose, or submit to us or the Portal, or that you authorize or request us to access on your behalf, as applicable; and (b) grant the rights and permissions granted hereunder with respect to any data, content, or information, including Feedback
4.2 THE PORTAL IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND GOGUARDIAN (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE PORTAL WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
4.3 You hereby release and forever discharge GoGuardian (and our officers, employees, agents, affiliates, subsidiaries, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to your use of the Portal, including but not limited to any interactions with, or the conduct of, the School through which you are associated with us. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.”
5. Limitation on Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, (A) IN NO EVENT SHALL GOGUARDIAN (OR OUR SUPPLIERS OR OUR OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AND AFFILIATES (OR ANY SUCH SUBSIDIARIES' AND AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES ) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, ANY PART OF THE PORTAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B), OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
6. Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Portal. If your School’s account with us expires or terminates, your access to the Portal will also terminate with or without notice to you.
6.2 Termination; Suspension.
We may terminate your rights to use the Portal if you breach any term contained herein and fail to cure such breach within fifteen (15) days of receiving notice from us of the breach. In addition, we may terminate this Agreement without cause (i.e., not as a result of your breach) provided that we provide you at least thirty (30) days’ prior notice to you and, if any fees were paid by you (not your School) for using this Portal, GoGuardian shall provide you with a refund of the fees allocable to the unused portion of your subscription term to this Portal. In addition, GoGuardian, may at its discretion, suspend your access to the Portal for your breach of this Agreement, if GoGuardian has reasonable grounds to suspect that any Account information provided by you is untrue, inaccurate, not current or incomplete, or if GoGuardian deems it reasonably necessary to avoid or mitigate harm to GoGuardian, you, any other of GoGuardian’s customers, users, or a third party if access to the Portal were not suspended, or to comply, in our sole discretion, with legal requirements; provided that access is reinstated as soon as reasonably practicable after the circumstances given rise to the suspension have abated.
6.3 Effects of Termination
Upon termination of your rights under this Agreement, your Account and right to access and use the Portal will terminate immediately. GoGuardian will not have any liability to you for any termination of your rights under this Agreement, including for termination of your Account. Even after your rights under this Agreement are terminated, the following provisions of this Agreement will remain in effect: Sections 2.3, 2.4, 2.5, 2.6, and 3 through 8.
7. Governing Law and Dispute Resolution
7.1 Governing Law and Venue
This Agreement and any dispute arising from or relating to this Agreement are governed by the laws of the state of California, United States, without regard to its conflict of law principles. You further agree to accept service of process by mail. To the extent the parties are permitted under this Agreement to initiate litigation in court, the parties consent to the exclusive personal jurisdiction and venue in the courts located in Los Angeles County, California.
7.2 Dispute Resolution; Binding Arbitration; Class Action Waiver (“Arbitration Agreement”)
In the event of a dispute, claim, or controversy arising out of or relating to this Agreement, any GoGuardian Offering, including the Portal, any person’s access to and/or use of a GoGuardian Offering, including the Portal, and/or the provision of content, features, and/or technology on or through a GoGuardian Offering, including the Portal (collectively, “Claims”), the parties must first give the other notice of the Claim. This notice must include a brief written statement with the name, address, and contact information of the party giving it, as well as the facts giving rise to the Claim and the relief requested. You must send any such notice to GoGuardian by email to email@example.com AND by U.S. Mail to GoGuardian, 2030 East Maple Avenue, El Segundo, CA 90245. If we have your contact information, we will send any such notice to you by U.S. Mail and your email address.
The parties shall use reasonable, good faith efforts to resolve any Claim through consultation and good faith negotiations within thirty (30) days from the date that any notice of a Claim is sent. After thirty (30) days, you or GoGuardian may resort to the other alternatives described in this Section 7.2. Notwithstanding the foregoing, the notice requirement in this section and the 30-day negotiation period required shall not apply to Claims involving patents, copyrights, moral rights, trademarks, trade secrets or piracy or unauthorized use of a GoGuardian Offering, including the Portal.
7.2.1 Binding Arbitration
Arbitration Rules and Forum. Except as otherwise specifically set forth below, any Claims between you and GoGuardian, if unresolved through informal consultation and negotiation pursuant to the preceding paragraph, shall be resolved by binding arbitration to be held in Los Angeles, California. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration shall be conducted by a single arbitrator, governed by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures (collectively, “JAMS Rules”), as modified by this Agreement, and administered by JAMS. The JAMS Rules and fee information are available at www.jamsadr.org or by calling JAMS at 1-800-352-5267. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement, and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and GoGuardian. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.
Exceptions: Litigation of Intellectual Property and Small Claims Court Claims. Claims concerning patents, copyrights, moral rights, trademarks, and trade secrets, and Claims of piracy or unauthorized use of any GoGuardian Offering, including the Portal, shall not be subject to arbitration under this Section 13.2.1. In addition, you or GoGuardian may choose to pursue a Claim in small claims court where jurisdiction and venue over you and GoGuardian otherwise qualify for such small claims court and where the Claim does not include a request for any type of equitable relief.
Authority of Arbitrator. In binding arbitration, the arbitrator shall have the authority (a) to grant motions dispositive of all or part of any Claim; (b) to award monetary damages; and (c) to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. Both parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent you or GoGuardian from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
7.2.2 Class Action Waiver
YOU AND GOGUARDIAN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and GoGuardian are instead electing that all Claims not otherwise resolved informally as permitted above shall be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Before we make a material change to this Agreement, we will notify you as described in this Section. We may make immaterial changes without notifying you. Please regularly review the Portal and your Account for any changes. On the Portal, we provide notice of any changes by posting the updated Agreement with a “Last Updated” date indicating the date of our most recent update. If we make material changes to this Agreement, we will also take an additional step (beyond posting on the Portal) of notifying you of changes in another way that we believe is reasonably likely to reach you, such as emailing you at your email address associated with your Account, posting an announcement on the Portal, or via a pop up in the Portal. Some changes may require your consent before further use of the Portal is permitted. If you do not agree to any change(s), you agree to stop using the Portal. Otherwise, your continued use of the Portal after a change made in accordance with this provision constitutes your acceptance of such change(s).
8.2 Electronic Communications
The communications between you and GoGuardian may take place via electronic means, whether you use the Portal or send GoGuardian e-mails, or whether GoGuardian posts notices on or through the Portal or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from GoGuardian in an electronic form; and (b) agree that all terms and conditions, notices, disclosures, and other communications that GoGuardian provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
This Agreement constitutes the entire agreement between you and GoGuardian with respect to the Portal and supersede all prior agreements between you and GoGuardian and any other contractual obligations GoGuardian or you may have to the other, whether written or oral, relating to the same subject matter. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without GoGuardian’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Where GoGuardian requires that you provide an e-mail address (both directly to GoGuardian or through your School), you are responsible for providing your most current e-mail address. If the last e-mail address you provided to GoGuardian (or the last e-mail address that you provided to your School communicated to GoGuardian) is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, GoGuardian’s dispatch of an e-mail containing such notice will nonetheless constitute effective notice. You may give notice to GoGuardian at the following address: 2030 East Maple Avenue, El Segundo, California 90245. Such notice shall be deemed given when received by GoGuardian by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.