Terms of Service
Last Updated: August 1, 2019
These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile sites, and other online products, applications, and services (including any Dragos Technology, as defined in Section 1) available on or through the websites (collectively, the “Services”) provided by Dragos, Inc. (“Dragos” or “we”).
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14 AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS SITE.
We may supply different or additional terms in relation to some of our Services, and those different or additional terms (the “Additional Terms”) become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If you have any questions about these Terms or our Services, please contact us at email@example.com.
1. Dragos Technology
Use of any software, technology, and accompanying documentation provided by Dragos or otherwise available through the Services (collectively the “Dragos Technology”) is governed by the terms of the end user license agreement (the “EULA”), which accompanies such Dragos Technology. Use of the Dragos Technology is conditioned upon your agreement to the terms of the applicable EULA. If there is a conflict between these Terms and the terms of the EULA, the EULA will control.
You must be at least 18 years of age to use our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. User Accounts and Account Security
You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. Note, however, that some Services, including some Dragos Technology, many not allow shared use, as may be set forth in any Additional Terms, EULA, or other rules applicable to that Site. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
4. Prohibited Conduct
You agree not to violate any applicable law, contract, intellectual property right or other third-party right or commit a tort in connection with, and that you are solely responsible for your conduct while using, the Services. You further agree not to do any of the following in connection with your use of the Services:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account without authorization from that user and Dragos;
- Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Sell, resell or commercially use any of the Services without explicit, written approval from Dragos;
- Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Develop or use any applications that interact with our Services or any individual Dragos Technology without our prior written consent;
- Bypass or ignore instructions contained in our robots.txt file; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Enforcement of this Section is solely at Dragos’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any conduct that is prohibited by such rules.
5. Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, as well as each individual Dragos Technology are owned by Dragos or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms or in the applicable EULA for Dragos Technology, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your non-commercial, internal business purposes. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
DRAGOS, the Dragos logo, and our other logos, product or service names, slogans and the look and feel of the Services are trademarks of Dragos and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Dragos, the Services, aspects of the Dragos Technology, or our other products and services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Dragos’s sole discretion. You understand that Dragos may treat Feedback as nonconfidential.
8. Third-Party Content, Products and Services
We may make third-party information and other content available on or through the Services (the “Third-Party Content”) as a service to those interested in this information, and we may provide information regarding or access to third-party products or services available on or through the Services (“Third-Party Products and Services”). Dragos does not control, endorse or adopt any Third-Party Content or Third-Party Products and Services, and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Your business dealings or correspondence with such third parties, and any terms, conditions, warranties or representations associated therewith, are solely between you and such third party. You acknowledge and agree that Dragos is not responsible or liable in any manner for any Third-Party Content or any Third-Party Products and Services and undertakes no responsibility to update or review any Third-Party Content or Third-Party Products and Services. Users use of such Third-Party Content and Third-Party Products and Services contained therein at their own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Dragos, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Dragos Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services or any specific Dragos Technology; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services or any specific Dragos Technology. You agree to promptly notify the Dragos Parties of any third-party Claims, cooperate with the Dragos Parties in defending such Claims and pay all fees, costs (including, but not limited to, attorneys’ fees) and expenses associated with defending such Claims. You also agree that the Dragos Parties will have control of the defense or settlement, at Dragos’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Dragos or the other Dragos Parties.
To the fullest extent permitted by applicable law, your use of our Services including any specific Dragos Technology is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein, are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Dragos does not represent or warrant that our Services or the included Dragos Technology are accurate, complete, reliable, current or error-free. While Dragos attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
11. Limitation of Liability
To the fullest extent permitted by applicable law: (a) Dragos and the other Dragos Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, incidental, exemplary, or special damages or lost profits arising out of or in any way connected with the use of or inability to use the Services, the underlying Dragos Technology, or any content or materials contained in or accessed through the Services, even if Dragos or the other Dragos Parties have been advised of the possibility of such damages; and (b) The total liability of Dragos and the other Dragos Parties for any claim arising out of or relating to these Terms or the use of or inability to use the Services, regardless of the form of the action, is limited to the greater of $50.00 or the amount paid by you to use our Services.
The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Dragos or the other Dragos Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release Dragos and the other Dragos Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
13. Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
14. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Dragos and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and Dragos agree that any dispute arising out of or related to these Terms, the Services or any individual Dragos Technology is personal to you and Dragos and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or Dragos seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Dragos seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Dragos waive the right to a jury trial and to have any dispute arising out of or related to these Terms, the Dragos Technology, or our Services resolved in court. Instead, for any dispute or claim that you have against Dragos or relating in any way to the Services, including disputes or claims relating to privacy and data protection, you agree to first contact Dragos and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Dragos by email at firstname.lastname@example.org or by certified mail addressed to “Dragos, Inc., Attn: Arbitration Notice, 1745 Dorsey Road, Suite R, Hanover, MD 21076.” The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Dragos cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Anne Arundel County, MD or may be conducted telephonically or via video conference for disputes alleging damages less than $1,000.00, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and Dragos agree that these Terms and your use of the Dragos Technology affect interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, Dragos, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
The parties will share all JAMS fees and costs for any arbitration. You and Dragos agree that the state or federal courts of the State of Maryland and the United States sitting in Anne Arundel County, MD have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or the Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Dragos will not have the right to assert the claim.
You have the right to opt-out of binding arbitration within 30 days of the date you first accepted the terms of this Section 14 by sending us a letter addressed to “Dragos, Inc., Attn: Arbitration Opt-Out, 1745 Dorsey Road, Suite R, Hanover, MD 21076.” In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.
If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
15. Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Maryland and the United States, respectively, sitting in Anne Arundel County, MD.
16. Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
18. Export Restrictions.
Any Dragos Technology and all underlying information and technology downloaded or viewed from or through the Services (collectively the “Software or Technical Data“) by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (“EAR“, 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
These Terms, along with any applicable Additional Terms and EULAs, including those applicable to the relevant Dragos Technology provided by Dragos constitute the entire agreement between you and Dragos relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 5-19 survive termination of these terms. The failure of Dragos to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.