CYBER SECURE ONLINE (CSO), a LLC company in the United States, under the laws of the State of Texas with an IRS registered address of P.O. Box 702153, Dallas, TX 75370. (“CSO”, the “Company” or “we“) operates the mobile application for end-point protection application known as the Always-On Guard End Point Protection application (the “Application“), as well as the Always-On Guard Console (the “Console“).

By registering for using the Application or Console and by accepting these Terms of Use, you agree to be bound by these Terms of Use (the “Agreement“) in its entirety and without reservation. As such, this Agreement constitutes a binding legal document between you and the Company.

1.     ACCEPTANCE OF TERMS OF CONDITIONS

•      Subject to these Terms of Use, if you do not agree to any of the provisions of this Agreement, you should immediately stop using the Company's Application and Console (together the "Software") and remove the Software from your end-point device (the "Device").

•      We reserve the right to amend, modify, update and change any of the terms and conditions of this Agreement from time to time. CSO will endeavor to provide reasonable notice of material changes to these Terms of Use, such as by posting a notice on the Application or Console, and by sending an email to the address associated with your account.

•     It is your responsibility to ensure that you are aware of the correct, current terms and conditions of this Agreement. You are responsible for checking these Terms of Use periodically, no less than once per month, for updates. We advise you to check for updates on a regular basis using the email address that you have provided.

•     CSO assumes no liability for your failure to review or comply with the Terms of Use.

2.     SCOPE OF RIGHT OF USE AND INTELLECTUAL PROPERTY

•     The Company hereby grants you the limited, revocable, non-exclusive, non-transferable and non-sub-licensable right to use the Software and all content derived therefrom, including, but not limited to, the copyright and all other intellectual property rights therein, in connection with the CSO end point protection made available via the Application and/or the Console (the “Services“) in accordance with this Agreement. The Software’s code, structure and organization are protected by intellectual property rights through confidential propriety partner agreements with the application developers and designers.

You must not:

1.     copy, redistribute, publish, reverse engineer, decompile, disassemble, modify, translate or make any attempt to access the source code to create derivate works of the source code, or otherwise;

2.     sell, assign, sublicense, transfer, distribute or lease the Software;

3.     make the Software available to any third party through a computer network or otherwise.

4.    Do not circumvent or attempt to circumvent any security measures or access controls within the software.

5.    export, re-export, or import the Software and any related technical data in violation of any applicable export control laws and regulations of the United States or any other relevant jurisdiction. You are solely responsible for complying with all such laws and regulations.

•     The terms of this Agreement will govern any upgrades provided by the Company that replace and/or supplement the original Application and/or Console, unless such upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern.

•       The brand names relating to the Application and/or Console and any other trademarks, service marks and trade names used by the Company or on its own behalf from time to time (the “Trademarks”) are the trademarks, service marks and trade names of the Company or one of its group companies or its licensors and these entities reserve all rights to such Trademarks.

•       In addition to the rights in the Trademarks, the Company (or one of its group companies or licensors) owns the rights in all other content, including but not limited to the Software, the Console, information, images, pictures, graphics, photographs, animations, videos, music, audio and text available via the Software or the Application (the “Content”). You hereby acknowledge that by using the Services or the Software or the Console you obtain no rights in the Trademarks, the Content, patents, trade secrets and/or any other intellectual property rights in the Software and/or Console and those are and will remain solely the property of the Company and/or the Company’s licensor and you may only use the same in complete accordance with this Agreement.

•      Content includes, but is not limited to, the Software, the Console, information, images, pictures, graphics, photographs, animations, videos, music, audio, text, security logs, configuration data, and reports generated by the Software or Console available via the Software or the Application.

•      You hereby acknowledge that by using the Services or the Software or the Console you obtain no rights in the Trademarks, the Content, patents, trade secrets and/or any other intellectual property rights in the Software and/or Console and those are and will remain solely the property of the Company and/or the Company’s licensor and you may only use the same in complete accordance with this Agreement.

•       You acknowledge and agree that all right, title, and interest to, and all copyrights, patents, trade secrets and/or any other intellectual property rights in the Software and/or Console are and will remain solely the property of the Company and/or Company’ licensors. Licensee is granted no title or ownership rights in the Software and/or Console, in whole or in part. You acknowledge that Company considers the Software and/or Console to contain trade secrets of the Company and/or its licensors. Such trade secrets include, without limitation, the source code version of the Software and/or Console, the specific design, structure and logic of individual programs, their interactions with other portions of programs, both internal and external, and the programming techniques employed therein.

•      Ownership of User-Generated Data: Data uploaded or created by you using the Software remains your property. However, even though we have strict data usage policies and implement industry-standard security measures to protect your data, you grant CSO a non-exclusive, royalty-free license to access, process, and analyze such data solely for the following limited purposes, in compliance with all applicable data privacy laws and regulations:

(a) analyzing security logs to identify and remediate potential vulnerabilities and threats to your systems.

(b) Generating security reports for your internal use.

(c) Compiling anonymized and aggregated data for the purpose of improving the Software's overall performance and security effectiveness, provided that such data does not identify you or your clients.

(d) Compliance with Laws: all data access and use will comply with applicable data privacy laws and regulations (e.g., GDPR, CCPA).

(e) Upon termination of this agreement, this license will automatically terminate, and CSO will cease all use of your data, except as may be required by applicable law for archival purposes.

3.     YOUR REPRESENTIONS AND UNDERTAKINGS

•       CSO is committed to protecting your privacy. While we do not collect personal web browsing information, your use of the Software and Services requires the collection and analysis of certain data related to your device and network activity to ensure effective endpoint protection. This data includes activity logs of SaaS services used by you, your devices’ security measures, and wireless network connectivity logs. By using the Software and Services, you consent to our collection and use of this information as described in our Privacy Policy, available at https://cybersecureonline.com/privacy. This may include, without limitation, location and network information.

•       You shall use our Application, the Services, the Software and the Console in complete accordance with these terms and conditions, as amended from time to time.

•       The Company shall not be responsible for any telecommunications networks and Internet access services and other consents and permissions required in connection with your use of the Software and/or Console and the Services. The Company shall not be responsible for any access and service fees necessary to connect to the Application and assume all charges incurred in accessing such systems.

•       You will not transmit to or in any way, whether directly or indirectly, expose the Company or any of the Company’s online service providers to any harmful or inappropriate material or device.

•       You shall not use any electronic communication feature of a service on the Application for any purpose that is unlawful, tortious, abusive and intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful, or for any of the following prohibited activities: attempting to gain unauthorized access to CSO's systems or other users' data, using the software for illegal activities, interfering with the operation of the software or the services, and distributing malware or other harmful code.

• Indemnification: You agree to indemnify, defend, and hold harmless CSO, its officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or relating to your violation of these Terms of Use, your use of the Software, or your violation of any law or the rights of a third party.

4.     TECHNICAL SUPPORT

•       CSO provides web-based and/or email-based technical support, in accordance with your product plan. Web based support is provided by submitting a request at CSO’s support site. Email-based support is provided by contacting CSO support team at [email protected]. The support is provided during office hours or 24/7, as specified in your product plan.

•       If you encounter any problem with the Software and/or Console, please contact CSO as soon as the problem emerges, using web-based and/or email-based support as above, and provide all relevant information.

•  User Responsibility: it is your responsibility to provide complete and accurate information when reporting issues.

5.     PUSH UPDATES

•       You hereby acknowledge and agree that CSO may, from time to time, update the Software and/or the Console, at its sole discretion without notice. Such Software or Console update includes any update, new release, patches, bug fixes, modifications, revisions, and other improvements to the Software or Console.

• Clause: you may temporarily experience interrupted service.

CYBERSECURITY INSURANCE

•  Cyber Secure Online recommends that clients maintain appropriate cybersecurity insurance coverage as part of their risk management strategy.

• While we strive to provide comprehensive cybersecurity services, we cannot guarantee absolute protection against all cyber threats.

• Clients are responsible for understanding and complying with their cybersecurity insurance policy requirements.

• Our services are designed to help clients meet common cybersecurity insurance policy requirements. However, it is the client's responsibility to ensure compliance with their specific policy terms.

• Clients acknowledge that insider threats, both malicious and non-malicious, pose a significant risk to cybersecurity. Recent statistics indicate that 83% of organizations reported at least one insider attack in the last year.

• Cyber Secure Online is not liable for any denied insurance claims or policy violations. Clients are solely responsible for maintaining their insurance coverage and adhering to policy terms.

• We recommend that clients regularly review their cybersecurity insurance policies and consult with their insurance providers regarding coverage details and claim procedures.

6. NO WARRANTY

¤ THE APPLICATION, THE SERVICES, THE SOFTWARE AND THE CONSOLE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED (WHETHER BY LAW, STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR ACCURACY OF THE SERVICES OR THE SOFTWARE OR THE CONSOLE, OR NON-INFRINGEMENT OF APPLICABLE LAWS AND REGULATIONS. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE SOFTWARE OR CONSOLE LIES WITH YOU.

¤ THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE OR SERVICES OR CONSOLE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE CONSOLE ARE FREE OF BUGS OR REPRESENTS THE FULL FUNCTIONALITY, ACCURACY, RELIABILITY OF THE MATERIALS OR AS TO RESULTS OR THE ACCURACY OF ANY INFORMATION OBTAINED BY YOU THROUGH THE SERVICES.

¤ IN THE EVENT OF SYSTEMS OR COMMUNICATIONS ERRORS, BUGS RELATING TO THE SERVICES, OR RESULTING IN LOSS OF DATA BY YOU OR ANY OTHER DAMAGE TO YOUR DEVICE, THE COMPANY SHALL IN NO WAY BE LIABLE TO YOU. THE COMPANY RESERVES THE RIGHT TO TAKE ACTION TO CORRECT SUCH ERRORS (IF ANY), BUT IS NOT OBLIGATED TO PROVIDE OR MAINTAIN ANY REDUNDANT NETWORK INFRASTRUCTURE, BACKUP SYSTEMS, OR DISASTER RECOVERY SERVICES.

¤ USER RESPONSIBILITY: YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA, IMPLEMENTING APPROPRIATE SECURITY MEASURES TO PROTECT YOUR SYSTEMS AND DATA, AND ENSURING COMPATIBILITY WITH YOUR OWN SYSTEMS AND INFRASTRUCTURE. THE COMPANY IS NOT RESPONSIBLE FOR ANY DATA LOSS, SECURITY BREACHES, OR INABILITY TO ACCESS THE SERVICES RESULTING FROM YOUR FAILURE TO TAKE THESE PRECAUTIONS.

¤ THE FOREGOING EXCLUSIONS AND DISCLAIMERS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The Company shall not be liable for any acts or omissions made by your Internet service provider or other third party with whom you have contracted to gain access to the server that hosts the Application.

7.     LIMITATIONS OF LIABILITY

¤ YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APPLICATION, THE SERVICES, THE SOFTWARE, AND THE CONSOLE IS
ENTIRELY VOLUNTARY AND AT YOUR SOLE OPTION, DISCRETION, AND RISK.

¤ TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, THE SERVICES, OR THE CONSOLE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

¤ IN NO EVENT SHALL THE COMPANY’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL DIRECT DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, THE SERVICES, OR THE CONSOLE (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING DEATH OR PERSONAL INJURY DIRECTLY CAUSED BY THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) EXCEED THE AMOUNT OF THE MONTHLY COST of $129.00. THIS LIMITATION APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

¤ YOU CONFIRM THAT THE COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THE SOFTWARE OR THE SERVICES.

¤ REFERENCE TO INSURANCE: YOU RECOGNIZE THAT IN THE EVENT OF A BREACH, DAMAGE, OR DATA LOSS THAT THE COMPANY IS RECOMENDED TO HAVE CYBER SECURITY INSURANCE.

¤ FORCE MAJEURE: THE COMPANY SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE UNDER THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE PROVISION OF SERVICES OR SUPPORT) DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, WAR, TERRORISM, RIOTS, EMBARGOES, FIRE, FLOODS, ACCIDENTS, STRIKES, LOCKOUTS, SHORTAGES OF TRANSPORTATION, FUEL, ENERGY, LABOR OR MATERIALS, DISRUPTIONS OF COMMUNICATION OR POWER, COMPUTER OR EQUIPMENT FAILURE, INTERNET OR TELECOMMUNICATIONS INTERRUPTIONS, DENIAL OF SERVICE ATTACKS, VIRUSES, MALWARE, OR OTHER MALICIOUS CODE, OR GOVERNMENTAL REGULATIONS.

8.     FEES

¤ In consideration of the Services, you shall pay us all fees set out in the sales order form or as displayed on the Company’s website, in accordance with the payment terms set forth therein.  Such shall apply with respect to the Initial Term.  Unless otherwise agreed upon by the Company, CSO’s then-current standard fees will apply to any Renewal Term. Overdue amounts shall bear interest at a monthly rate of 1.5%, compounded daily.

¤ Each invoice issued to you will be due and payable in full to CSO within seven (7) days of the invoice date.  You acknowledge and agree that no refunds or credits will be made or given, including in the event that you do not use the Services during any particular billing period (or part thereof). 

¤ All payments made under this Agreement are non-refundable.

¤ The fees exclude, and you shall be responsible for and pay, all sales, use, value added and similar taxes as required by applicable law, unless otherwise indicated by the Company.  You shall make payment of all amounts due to CSO without withholding or deduction of any taxes or other government charges, except as required by law.

Non-Refundable Payments: All payments made to Cyber Secure Online for services rendered are non-refundable. This means that once a payment is processed, it cannot be returned or credited back to you under any circumstances. By making a payment, you acknowledge and agree to this non-refundable policy. If you have any questions or concerns about this policy, please contact our support team before completing your transaction.

9.     DURATION AND TERMINATION

¤ This Agreement shall come into force immediately upon your completion of the registration process with the Company or upon using the Services, Application and/or Console, whichever is earlier, and shall continue in force for a period of 12 months (or such other initial term agreed in writing) (the “Initial Term“).

¤ Thereafter, you acknowledge and agree that the Initial Term shall automatically renew for subsequent 12-month periods (or such other term agreed in writing) (each a “Renewal Term“) at the then-current fees as displayed on the Company’s website, unless terminated as provided herein. You must cancel your subscription prior to the renewal date to avoid being charged for the next renewal term. To cancel, please follow the instructions here: [Insert Link to Cancellation Instructions] or contact us at
[email protected].

¤ You may terminate this Agreement at the end of the Initial Term or the then-current Renewal Term by providing us with written notice of your intent not to renew at least [Number, e.g., 30] days prior to the end of the Initial Term or the then-current Renewal Term.

¤ The Company reserves the right to suspend the operation of the Application and/or Console or any part thereof immediately and without notice to you if you violate these terms, fail to pay applicable fees, or if we reasonably believe your use of the Software could harm our systems or other users. The Company may also terminate this Agreement for any reason upon [Number, e.g., 30] days written notice to you.

¤ Upon any termination: (a) the rights granted to you in this Agreement will end; (b) you shall immediately cease using the Services, Application and/or Console, and (if needed) delete it from your Device; and (c) you will no longer have access to data. Data on the console is deleted (d) data migration is your responsibility.

¤ Data Retention After Termination: Notwithstanding anything to the contrary herein, the Company may retain certain data, including security logs and records of security incidents, for a period of seven (7) years following termination as required for compliance with applicable legal, regulatory, and audit requirements. Upon request, within 90 days, client data is portable.

10.     GOVERNING LAW

This Agreement and the relationship between the parties shall be governed by and interpreted in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. You hereby consent to the personal jurisdiction of the state and federal courts located in Dallas County, Texas, and agree that any dispute arising out of or relating to this Agreement or the Application shall be brought exclusively in such courts.

Before initiating any legal action arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith mediation. The mediation shall take place in Dallas County, Texas, unless otherwise agreed. The parties shall share equally the costs of the mediator.

GENERAL

¤ Severability: If any part of the Agreement is deemed unlawful or unenforceable, it can be separated from the rest without affecting the validity of the remaining provisions.

¤ No Waiver: Waiving one breach doesn't waive any other breaches of the Agreement.

¤ No Third-Party Rights: The Agreement doesn't create rights or benefits for third parties.

¤ No Agency Relationship: The Agreement doesn't create any agency, partnership, trust, or fiduciary relationship between the user and the Company.

¤ Entire Agreement: This Agreement contains the complete understanding between the Company and the user, superseding any prior agreements.

¤ Company's Right to Transfer: The Company can transfer, assign, sublicense, or pledge the Agreement in case of corporate reorganization, merger, sale, or similar transactions.

¤ User's Restriction on Transfer: Users cannot transfer, assign, sublicense, or pledge their rights or obligations under this Agreement.

¤ Contact Information: For questions, complaints, or comments, users should [email protected].

Last updated January 2025