Last Updated September 1, 2011
1. ACCEPTANCE OF TERMS
United Parents Online, Ltd. (“we,” “us,” “our,” “United Parents”) provides its Child Protection Service (“Service”) to you subject to the following Terms of Service (“TOS”). We may update this TOS by posting a new version on our website, and your continued use of the Service after any such update constitutes your binding acceptance of such changes.
The TOS does not supersede the End User License Agreement (the "EULA") that pertains to your use of the i-Guard Software (“Software”). The EULA governs your use of the Software (the monitoring application installed on the computers used by your child) and the TOS governs your use of the Service. You must accept both the EULA and the TOS in order to register for and use the Service. You are only authorized to use the Software and the Services if you agree to abide by all applicable laws and this TOS. If you do not agree to be bound by this TOS and to follow all applicable laws, you should discontinue all use of the Software and the Service immediately.
2. DESCRIPTION OF SERVICE
United Parents offers its Child Protection Service, which comprises three core components: a monitoring unit (the i-Guard Software) that monitors your child’s online activities and behavior, an analysis unit that analyzes your child’s online activity to identify potentially dangerous behaviors, and a parent-dialogue unit, which sends alerts and presents the overview of the child’s online behavior to parents. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this TOS.
3. YOUR REGISTRATION OBLIGATIONS
You must be at least 18 years of age to register for the Service. You may only use the Software and the Service in accordance with the EULA and the TOS to monitor your children (or children for whom you are the legal guardian) under the age of 18. By registering as a user of the Service, you represent and warrant that you are truthfully representing your identity. You agree to provide accurate, current and complete information about yourself and any of your children that will be monitored via the Service (such information being the “Registration Data”) and maintain and promptly update the Registration Data to keep it accurate, current and complete. The ability of United Parents to identify, record, analyze, and, if necessary, send you alerts about your children’s online activity is limited by the accuracy of information you provide. If you provide any information that is inaccurate, not current or incomplete, or United Parents has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, United Parents may, at its sole discretion, deny you access to the Service.
When you register as a user of the Service, you must provide a valid email address and supply a Password to be used in conjunction with your account. You are responsible for maintaining the confidentiality of your Password, and are fully responsible for all uses of your Password, whether by you or others. You agree to (a) keep your Password confidential and not share it with anyone else; (b) immediately notify United Parents of any unauthorized use of your Password or account or any other breach of security; and (c) use only your Password to access the Service. United Parents will not be liable for any loss or damage arising from your failure to comply with this Section. You acknowledge and agree that United Parents is authorized to act on instructions received through use of your account credentials, and that United Parents may, but is not obligated to, deny access or block any transaction made through use of your account credentials without prior notice if we believe your account credentials are being used by someone other than you, or for any other reason.
We will use the contact information you provide to send you alerts about your child’s online behavior in accordance with the preferences you select on the United Parents Child Protection Service. You understand and agree that these communications are part of the Service. If your contact information changes, you are responsible for providing us with that updated information.
You acknowledge, consent and agree that United Parents may access, preserve and disclose your account information and content of communications monitored by the Service if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary: (i) to comply with legal process; (ii) to enforce the TOS; (iii) to respond to claims that any content violates the rights of third parties; (iv) to respond to your requests for customer service or (v) to protect the rights, property, or personal safety of United Parents, its users, or the public. You also acknowledge, consent, and agree that we may disclose to law enforcement officials, suicide prevention agencies, and other public service personnel your account information and content of communications monitored by the Service if we have a good faith belief that circumstances require such disclosure to protect the life, health, or safety of your child or others.
5. NON-COMMERCIAL USE
By registering for the Service, you acknowledge and agree that the Service is for personal, noncommercial use only. You may copy information from the Service for personal use, such as to view, print, or email the information, but you warrant that you will not, under any other conditions, reproduce, duplicate, copy, sell, trade, resell, modify, distribute, decompile, disassemble, or reverse engineer any portion of the Service.
6. LAWFUL USE OF SOFTWARE AND SERVICE
You represent and warrant that you will only install and use the i-Guard software and Service to monitor communications where such monitoring is authorized by law. In certain jurisdictions, including the states of California, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, and Washington in the United States, intercepting and/or monitoring communications without the actual or implied consent from all parties to the communications is unlawful. You should consult legal counsel if you have questions regarding your specific jurisdiction. By using the Service, you give United Parents your affirmative express consent to: a) initially collect and screen all messaging and/or social media traffic from the computer being monitored; b) record your child’s online activities and communications; and c) analyze and include in the report only the traffic from those accounts you have designated as belonging to your child or children. United Parents Online disclaims all responsibility and liability for your installation and use of the i-Guard software and the United Parents Child Protection Service (“Service”).
7. CODE OF CONDUCT
You agree that you will not use the Service to:
- Collect or store personal information about other users of the Service without their express consent;
- Monitor online activities of anyone other than your child (or a child for whom you are the legal guardian) under the age of 18;
- Stalk or otherwise harass another;
- Post, email, transmit, upload, or otherwise make available content that contains any other party’s intellectual property unless you have the right to do so;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Post spam or other advertisements or solicitations, solicit funds, promote commercial entities, or otherwise engage in commercial activity;
viii. Post, email, transmit, upload, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed or functioning to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- Intentionally or unintentionally violate any applicable local, state, national or international law.
Violation of our rules may result in the removal of your content from the Service and/or the canceling of your account.
8. MODIFICATIONS TO SERVICE
United Parents reserves the right at any time to modify or discontinue, temporarily or permanently, the Service or the methods used to provide the Service with or without notice. You agree that United Parents shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service.
You agree that United Parents may, in its sole and absolute discretion and without notice or liability to you or any third party, immediately terminate your access to the Service. Grounds for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other agreements or guidelines, (b) requests by law enforcement or government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification of the Service (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity. Termination of your account(s) may include (a) removal of access to the Service, (b) at United Parents’ sole discretion, the deletion of all of your Service profile information and other content associated with your Service account (or any part thereof), and (c) barring your further use of the Software and Service.
The Service may provide links to other World Wide Web sites or resources. Because United Parents has no control over such sites and resources, you acknowledge and agree that United Parents is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that United Parents shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
11. OUR PROPRIETARY RIGHTS
All title, ownership and intellectual property rights in and to the Service are owned by United Parents or its licensors. You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by United Parents, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part.
12. DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
- Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “as available” basis. United Parents expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. United Parents assumes no responsibility for the timeliness, deletion, or failure to identify, monitor, record, or alert you to any of your child’s online activities.
- Any content downloaded or otherwise obtained through the Service is downloaded and used at your sole discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download or use of any such content.
- No advice or information, whether oral or written, obtained by you from United Parents or through or from the Service shall create any warranty not expressly stated in the TOS.
- The Software and the Service are designed to help you monitor your child’s online behavior and to send you alerts about certain types of alarming behavior, dangers, or other potentially undesirable events. United Parents makes no guarantee or warranty that the Software and Service will identify and alert you to all potentially undesirable events, alarming behavior, dangers, inappropriate relationships, or other aspects of your child’s online behavior. In no event shall United Parents be liable for any lost revenues or profits, or other special, incidental, or consequential damages arising with respect to the Software and related materials or the Services or arising out of this Agreement, even if United Parents has been advised of the possibility of such damages.
United Parents agrees to defend you from and against any third party claim or action based on any alleged infringement of any United States patent, copyright, trade secret, or other proprietary right as a result of the use of the Software or Service according to the TOS, and United Parents agrees to indemnify you from any costs and/or damages awarded against you in any such infringement claim or action or settlement thereof, provided that (i) United Parents is promptly notified in writing of such claim, (ii) you grant United Parents sole control of the defense and any related settlement negotiations, and (iii) you cooperate with United Parents in defense of such claim. The foregoing states the entire liability of United Parents with respect to infringement of any patents, copyrights, trade secrets, or other proprietary rights by the Software or any part thereof.
You shall defend, indemnify and hold harmless United Parents, its officers, directors, contractors, agents and employees, from any and all claims or causes of action arising out of your use of or related to the Software or the Service, and pay any and all damages and expenses (including but not limited to attorney's fees incurred by United Parents and/or third parties) in connection therewith. United Parents reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with United Parents in asserting any available defenses.
14. LIMITATION ON LIABILITY
YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNITED PARENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UNITED PARENTS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) the INSTALLATION OR USE OF THE SOFTWARE OR SERVICE TO access OR EXAMINE data on any computer FOR WHICH YOU DO NOT HAVE THE unequivocal legal right to access; or (iv) ANY OTHER MATTER RELATING TO THE SOFTWARE OR THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNITED PARENTS’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO UNITED PARENTS FOR THE SERVICE DURING THE TERM OF YOUR REGISTRATION FOR THE SERVICE.
15. EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
16. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement.
United Parents may provide you with notices, including those regarding changes to the TOS, by email, regular mail, or postings on the Service; provided, however, that this Section places no requirements on United Parents not already expressly set forth herein.
18. TRADEMARK INFORMATION
United Parents and other names, logos and marks are the trademarks and service marks of United Parents (the “United Parents Marks”). You agree that you will not display the United Parents Marks, or use the United Parents Marks in any manner, without the prior written permission of United Parents.
19. DISPUTES AND CHOICE OF LAW
Any controversy or claim arising out of or relating to the TOS, with the exception of those controversies or claims specifically excluded below, shall be determined by arbitration at a neutral location within the United States convenient to both parties before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the foregoing, without first seeking or obtaining any decision in arbitration (even if a similar or related matter has already been referred in arbitration in accordance with the terms of this paragraph), (i) United Parents and its affiliates and licensors may bring any claim or suit for the purpose of evidencing, enforcing, registering or defending their intellectual property rights in any court or forum of competent jurisdiction; and (ii) United Parents and its affiliates and licensors shall be entitled to seek injunctive and other equitable relief in any court or forum of competent jurisdiction to enforce this Agreement.
You and United Parents agree that any arbitration shall be limited to the dispute between United Parents and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is not right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
You and United Parents agree that the following disputes are not subject to this binding arbitration provision: (1) any disputes seeking to enforce or protect, or concerning the validity of, any of your or United Parents’ intellectual property rights; and (2) any claim for injunctive relief.
For any dispute not subject to arbitration, or where no election to arbitrate has been made, you and United Parents agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in the state of New York. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The TOS and the relationship between you and United Parents shall be governed by the laws of New York without regard to its conflict of law provisions.
20. GENERAL PROVISIONS
Entire Agreement. The TOS and the EULA constitutes the entire agreement between you and United Parents with respect to the Service and supersede any prior agreements, oral or written, between you and United Parents.
Waiver and Severability of Terms. The failure of United Parents to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Section Titles. The section titles in the TOS are for convenience only and have no legal or contractual effect.