1. Definitions
For the purposes of this Agreement, the following definitions apply:
- “ServGuard.co,” “Company,” “We,” “Us,” or “Our” refers to the legal entity operating the ServGuard.co platform and all associated services.
- “Service” means the ServGuard.co software application, APIs, dashboards, monitoring tools, alert systems, and any related features or functionalities made available by the Company.
- “User,” “You,” or “Your” refers to any individual or legal entity that accesses or uses the Service, including free-tier and paid account holders.
- “Account” means the registration profile and credentials used to access the Service.
- “Data” means any information, content, or materials uploaded to, stored in, transmitted through, or generated by the Service.
- “Downtime” refers to any period during which the Service or any part thereof is unavailable or non-functional, whether planned or unplanned.
- “Subscription” means a paid plan granting access to specified features of the Service for a defined billing period.
2. Acceptance of Terms
By creating an Account, accessing, or using the Service in any manner, You confirm that You: (i) are at least 18 years of age or the age of legal majority in Your jurisdiction; (ii) have the legal authority to enter into this Agreement; and (iii) agree to comply with all applicable laws and regulations in connection with Your use of the Service.
If You are accepting these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that entity, and references to “You” shall refer to that entity.
3. Description of Service
ServGuard.co provides software-based infrastructure monitoring, uptime tracking, alert notification, and related reporting services (collectively, the “Service”). The Service is provided on an “as-is” and “as-available” basis. The Company reserves the right to modify, suspend, or discontinue any aspect of the Service at any time with or without notice.
The Company does not guarantee that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components. The Company makes no warranty that the Service will meet Your specific requirements or expectations.
4. Accounts and Security
You are solely responsible for: (i) maintaining the confidentiality of Your Account credentials; (ii) all activity that occurs under Your Account; and (iii) promptly notifying ServGuard.co of any unauthorized use of Your Account or any other breach of security.
The Company shall not be liable for any loss, damage, or liability arising from Your failure to maintain the security of Your Account, or from any unauthorized access to or use of Your Account.
5. Limitation of Liability
5.1 Disclaimer of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVGUARD.CO, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: (i) loss of revenue, profits, or anticipated savings; (ii) loss of business, contracts, or opportunities; (iii) loss, corruption, or unauthorized access to data; (iv) business interruption or loss resulting from downtime; (v) cost of substitute services; or (vi) any other pecuniary or intangible loss, arising out of or related to Your use of or inability to use the Service, even if the Company has been advised of the possibility of such damages.
5.2 Cap on Direct Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVGUARD.CO’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (i) THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (ii) ONE HUNDRED U.S. DOLLARS (USD $100.00).
5.3 Data Loss Disclaimer
THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR LOSS, CORRUPTION, DELETION, OR UNAUTHORIZED DISCLOSURE OF ANY DATA TRANSMITTED, STORED, OR PROCESSED VIA THE SERVICE. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO MAINTAIN ADEQUATE BACKUPS AND REDUNDANT COPIES OF ALL DATA. THE COMPANY DOES NOT GUARANTEE THE PRESERVATION OR INTEGRITY OF ANY DATA.
5.4 Downtime and Service Interruption
THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR COSTS — INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITIES — ARISING FROM OR RELATED TO ANY PLANNED OR UNPLANNED DOWNTIME, SERVICE INTERRUPTIONS, OR DEGRADED PERFORMANCE OF THE SERVICE, REGARDLESS OF THE CAUSE.
6. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (i) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (iii) WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
7. Indemnification
You agree to defend, indemnify, and hold harmless ServGuard.co and its officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with:
- Your access to or use of the Service in violation of this Agreement;
- Your violation of any applicable law, rule, or regulation;
- Your infringement or alleged infringement of any intellectual property or other right of any third party;
- Any content or Data submitted, transmitted, or otherwise made available by You through the Service;
- Any misrepresentation made by You in connection with this Agreement.
The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, in which event You will cooperate with the Company in asserting any available defenses.
8. Intellectual Property
The Service, including all underlying software, algorithms, interfaces, documentation, branding, and content (excluding User Data), is and remains the exclusive intellectual property of ServGuard.co and its licensors. This Agreement does not grant You any rights to use the Company’s trademarks, logos, or trade names.
Subject to Your compliance with this Agreement, the Company grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for Your internal business purposes during the term of Your Subscription or trial period.
You retain all ownership rights to Your Data. By submitting Data to the Service, You grant ServGuard.co a non-exclusive, worldwide, royalty-free license to process, store, and use Your Data solely to the extent necessary to provide and improve the Service.
9. Data Privacy and Security
The Company’s collection, use, and handling of personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Service, You consent to the data practices described in the Privacy Policy.
While the Company implements commercially reasonable technical and organizational safeguards to protect Your Data, We cannot guarantee absolute security. You acknowledge that no method of electronic storage or transmission is 100% secure, and the Company shall not be held liable for any unauthorized access to, or disclosure of, Your Data resulting from circumstances beyond the Company’s reasonable control.
10. Service Availability and Uptime
The Company will use commercially reasonable efforts to maintain Service availability. However, the Company makes no binding representations or warranties regarding uptime percentages, response times, or service levels, unless expressly set forth in a separate written Service Level Agreement (SLA) executed by both parties.
Planned maintenance, emergency patches, infrastructure upgrades, and force majeure events may result in temporary unavailability of the Service. The Company shall not be liable for any damages arising from such interruptions.
11. Fees, Billing, and Payment
Paid Subscriptions are billed in advance on a recurring basis (monthly or annual, depending on the selected plan). All fees are non-refundable except as expressly required by applicable law or as set forth in our Refund Policy.
The Company reserves the right to modify pricing at any time. Price changes will be communicated with no less than thirty (30) days’ notice prior to Your next billing cycle. Continued use of the Service following such notice constitutes acceptance of the revised pricing.
Failure to pay fees when due may result in suspension or termination of Your Account. The Company reserves the right to pursue collection of unpaid fees by any lawful means.
12. Term and Termination
This Agreement remains in effect from the date of Your acceptance until terminated. You may terminate Your Account at any time by following the cancellation procedures within the Service dashboard.
The Company may suspend or terminate Your Account and access to the Service, with or without notice, if: (i) You breach any provision of this Agreement; (ii) the Company reasonably believes Your use of the Service poses a security or legal risk; (iii) required to do so by law; or (iv) the Company elects to discontinue the Service.
Upon termination, all rights and licenses granted to You under this Agreement shall immediately cease, and You must discontinue all use of the Service. Provisions that by their nature should survive termination (including Sections 5, 6, 7, 8, and 14) shall survive.
13. Acceptable Use and Prohibited Conduct
You agree not to use the Service in any manner that:
- Violates any applicable federal, state, local, or international law or regulation;
- Infringes upon the intellectual property, privacy, or other rights of any third party;
- Involves transmitting unsolicited commercial messages (spam) or malicious code;
- Attempts to gain unauthorized access to any part of the Service or its underlying infrastructure;
- Involves reverse engineering, decompiling, or disassembling any part of the Service;
- Involves scraping, data-mining, or harvesting data from the Service without prior written consent;
- Engages in any activity that could overload, disrupt, or interfere with the Service’s servers or networks;
- Misrepresents Your identity or affiliation with any person or entity;
- Facilitates, encourages, or enables any of the above.
Violation of this Section may result in immediate termination of Your Account and may expose You to civil or criminal liability.
14. Governing Law and Dispute Resolution
14.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.
14.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service (collectively, “Disputes”) shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English in Wilmington, Delaware, or via remote proceedings.
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE ANY RIGHT TO A JURY TRIAL.
14.3 Exceptions
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or remedy infringement of intellectual property rights, unauthorized disclosure of confidential information, or other imminent harm.
15. Force Majeure
The Company shall not be liable for any delay, failure, or interruption in the performance of its obligations under this Agreement resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, strikes, power failures, internet outages, third-party infrastructure failures, cyberattacks, or any other event outside the Company’s reasonable control (“Force Majeure Event”).
16. Third-Party Services and Links
The Service may integrate with or link to third-party services, websites, or APIs. The Company does not control and is not responsible for the content, availability, accuracy, or practices of any third-party services. Your use of third-party services is subject to their respective terms and conditions, and the Company expressly disclaims all liability arising from such use.
17. Modifications to This Agreement
The Company reserves the right to update or modify this Agreement at any time. Material changes will be communicated via email to the address associated with Your Account, or through prominent notice within the Service, no less than fourteen (14) days prior to the effective date of such changes.
Your continued use of the Service after the effective date of any modification constitutes Your acceptance of the revised Agreement. If You do not agree to the modified terms, You must cease using the Service and cancel Your Account prior to the effective date.
18. Entire Agreement and Severability
This Agreement, together with the Privacy Policy and any applicable Order Forms, Subscription agreements, or SLAs, constitutes the entire agreement between You and ServGuard.co with respect to the Service, and supersedes all prior or contemporaneous understandings, negotiations, or agreements, whether oral or written.
If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of any remaining provisions.
19. No Waiver
The failure of the Company to enforce any provision of this Agreement shall not constitute a waiver of the Company’s right to enforce such provision in the future, nor shall it constitute a waiver of any other provision of this Agreement.
20. Contact Information
For questions, notices, or correspondence regarding this Agreement, please contact:
ServGuard.co — Legal Department
Email: legal@servguard.co
Website: https://www.servguard.co