Terms of Service

Last Updated: October 15 2020

Welcome to Siriux. The website siristage.wpengine.com (the “Site”), the Siriux Scanning Applications (collectively, the “Applications”), Siriux’s M365 Security Assessment Tool (the “Tool”), and the various other related features, functions, software, applications, websites, and networks (collectively, the “Services”) are provided and operated and are being made available to your organization (the “Organization”) and you and the other users of the Site, the Applications, Tool and Services (collectively, “Users”) by Siriux Security Technologies, LLC. (“Siriux”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.

IMPORTANT! THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR USE OF THE SITE, THE APPLICATIONS, TOOL AND THE SERVICES. BY CLICKING “I AGREE”, DOWNLOADING, USING, CONFIGURING OR ACCESSING THE SITE, THE APPLICATIONS, TOOL OR THE SERVICES, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THESE TERMS OF SERVICE FOR AND ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, AND ARE DOING SO, (B) YOU AND YOUR ORGANIZATION CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU, THE ORGANIZATION AND EACH USER SHALL BE BOUND BY THESE TERMS OF SERVICE AND SIRIUX’S PRIVACY POLICY (https://siriux.tech/PRIVACY/ )(THE “PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, PLEASE DO NOT USE THE SITE, THE APPLICATIONS, TOOL OR THE SERVICES.

1. Eligibility.

To access and use the Site, the Applications, Tool and the Services, you must be at least 18 years of age. BY REGISTERING FOR THE SITE, THE APPLICATIONS OR THE SERVICES, CLICKING “I AGREE” BUTTON OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SITE, THE APPLICATIONS OR THE SERVICES, YOU REPRESENT THAT:

  • YOU SATISFY THE ELIGIBILITY REQUIREMENTS AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE, THE APPLICATIONS, TOOL OR THE SERVICES; AND

  • YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS, RULES AND REGULATIONS.

2. Privacy.

Your privacy is important to Siriux. Our goal is to make the Site, the Applications, Tool and the Services as good, useful and rewarding for you as possible. In order to do that, Siriux may collect and process information from you when you use the Site, the Applications, Tool and the Services. Siriux will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By accessing and using the Site, the Applications, Tool and the Services, you agree that Siriux may collect, use and disclose, as set forth in the Privacy Policy, the information you provide during your access to or use of the Site, the Applications, Tool and the Services, and in some cases information that is provided to the Site, the Applications and the Services by other parties.

3. License Grant.

3.1 LICENSE GRANT

Subject to your compliance with all the terms and conditions set out in these Terms, Siriux hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license during the term of your agreement with Siriux (a) to use the Applications and the Tool to evaluate your cloud Software as a Service (SaaS) applications and (b) to access and use the Site and the Services as contemplated herein.

Any software that Siriux provides you may automatically download updates and will prompt you to install them. You may be prompted to install certain third party software to complete some security assessment scanning of your SaaS applications.  Sirius makes no representation or warranty of such third party software and your use of any third party software is done under the terms and conditions provided by the third party.  This may include but not be limited to the use of certain Microsoft developer libraries, all of which are the property of Microsoft and Siriux only uses them to facilitate the capture of the Organization’s SaaS configuration settings.

3.2 PREVENTION OF UNAUTHORIZED USE

Siriux reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site, the Applications, Tool or the Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) or your SaaS application provider regarding such unauthorized use.

4. Service Plans and Fees.

Siriux offers various service plans with different features and subscription terms for the Services (the “Service Plans”).

The subscription term of all Service Plans will automatically renew for periods equal to the initial subscription term (and charged at the then-current rates) unless the subscription is canceled or a different Service Plan with a different subscription term is selected. If the subscription is terminated, it will terminate at the end of the then-current month, but there will not be any credits or refunds for amounts accrued or paid prior to such termination unless required by law.

Siriux may change, modify, or eliminate any Service Plan at any time, with or without notice. You agree that Siriux will bear no liability to you or any third party if Siriux does so.

All fees (the “Fees”) associated with the Service Plans shall be automatically charged to a credit card and paid in U.S. dollars or prepaid by authorized Purchase Order, subject to Siriux’s invoice payment terms and conditions. Siriux reserves the right to increase any such Fees at any time upon reasonable notice posted in advance on the Site, the Applications, or the Services. Any such increase shall apply after the then current subscription term ends.

If your Organization upgrades or downgrades to a Services Plan for which the Fees are different than the Fees for the previous Services Plan, then the Fees shall be adjusted to reflect the then current Fees for any such new Services Plan. If your Organization downgrades to a less expensive Services Plan and has pre-paid any Fees that are still outstanding, then your Organization shall receive a credit against future Fees for any such pre-paid Fees.

ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS SPECIFICALLY PROVIDED OTHERWISE IN THESE TERMS OR THE APPLICABLE TERMS AND CONDITIONS OR UNLESS REQUIRED BY LAW.

Your Organization is responsible for all sales, use, excise and other similar taxes (collectively, “Taxes”). To the extent that any such taxes are payable by Siriux or an unaffiliated third party, your Organization must pay to Siriux or such unaffiliated third party the amount of such taxes in addition to any other amounts owing for such Service Plans.

Payments or payment processing for the Fees are handled by unaffiliated third parties (e,g., companies that provide credit card processing services) (“Third Party Processors”).

5. Administrator

If you are a person designated as an administrator for your Organization (an “Administrator”), you shall be responsible for signing-up for the Services, including any free trial. You may then send invitations to other potential users to enable them to be able to access and use the Services. You may also send invitations to other potential Administrators to enable them to perform the actions of an Administrator for your Organization including possibly revoking your status as an Administrator.

Subject to any free trial period, an Administrator may elect to access and use the Services for itself and the other Users, by selecting one of the Service Plans. An Administrator may also cancel or upgrade or downgrade the Services Plan. By selecting one of the Service Plans, you agree on behalf of yourself and your Organization to the terms and conditions associated with such Service Plan, include the applicable pricing and the subscription term of such Service Plan.

You agree to pay all Fees in accordance with the applicable terms and conditions. In addition, to the extent that any Taxes are payable by Siriux or Third Party Processor in connection with the Service Plan selected by you, you and your Organization agree to pay to Siriux or such Third Party Processor the amount of such taxes in addition to any other amounts owing for such Service Plan.

When you sign-up for any Service Plan, you will provide a credit card number and agree and authorize Siriux to charge your credit card for the Fees, renewals, any related taxes and any other amounts due and owing to Siriux. In making payments, you acknowledge that you are not relying on future availability of any Service Plans beyond the current subscription term or any upgrades or feature enhancements. If you change your Service Plan, Siriux will charge for the difference between your current Service Plan and your new Service Plan.

An Administrator may do the following through the web control panel on the Site or the Mobile Applications:

  • Modifying the billing Information (adding/removing credit card information).

  • Adding additional administrators and removing administrators.

  • Modifying the billing subscription.

  • Cancelling the account.

  • Adding/removing 2-factor authorization.

Any other information may only be changed by contacting Siriux at support@siriux.tech.

6. Additional Policies.

When using the Site, the Applications and the Services, you will be subject to any additional posted policies, guidelines or rules applicable to the Site, the Applications and Services and features which may be posted from time to time (the “Policies”). All such Policies are hereby incorporated by reference into these Terms.

7. Reverse Engineering.

You may decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures, or other elements of the Site, the Applications or the Services, in whole or in part provided that you adhere to the following restrictions:

7.1

Any source code that you derive shall be maintained as confidential and shall not be disclosed to any other party.

7.2

Any vulnerabilities that you discover shall be promptly reported to Siriux and Siriux shall be allowed to fix the vulnerability before any disclosure of it publicly or privately. The time to fix any such vulnerability may range from two weeks to several months or longer depending on the difficulty of fixing the issue.

7.3

You shall not sell or otherwise receive any compensation from anyone else in exchange for the source code or any information describing vulnerabilities that you have discovered.

7.4

You shall not (a) interfere with the functioning of Siriux’s production servers, (b) access, destroy, or leak customer information or interfere with the Services, (c) cause any financial loss to Siriux or (d) use or otherwise exploit the vulnerabilities that you discover to affect other users including, accessing the Content of other users or impersonating other users.

8. Security.

Siriux takes the security of our tools and services very seriously.  We use the latest technologies to protect all customer information and will submit our tools and services to an independent assessment at any time at the expense of the requesting party.

9. Modification of these Terms.

Siriux reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site, the Applications or the Services. If Siriux updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, include any Policies, periodically for changes. Your continued use of the Site, the Applications or the Services after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations (include applicable fees), Siriux will make reasonable efforts to notify you of such change. Siriux may provide notice through a pop-up or banner within the Site or Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Siriux may require you to provide consent by accepting the changed Terms. If Siriux requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Siriux, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on the Site, the Applications, or the Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SITE, THE APPLICATIONS AND THE SERVICES.

To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.

10. License Grant; Representations and Warranties.

10.1 LIMITED LICENSE GRANT TO SIRIUX.

The Site, the Applications or the Services permit the submission of certain SaaS configurations and settings to Siriux for review and analysis (“Content”). The Content will be used to assess the security posture of the Organization by comparing the Organization’s configurations and settings to best practices and baselines developed by Siriux and others.

10.2 CONTENT USE BY OTHER SIRIUX AND AFFILIATES.

You hereby consent to the use of your Content by Siriux to conduct the posture assessments. Should your Organization elect to have a comparative analysis of your SaaS security posture to other Organizations’ postures or compared to a security baseline not included by Siriux, you will be asked for additional consent to share that information with affiliates.  Siriux retains the right to aggregate all SaaS security posture data on an anonymous basis for its own research efforts and to communicate security trends through marketing and promotional materials, including but not limited to website content, publicly-available presentations and recorded videos and audio recordings.

11. Account and Account Security.

When you use the Site, the Applications or the Services or any applications, products, services, or information from Siriux, you may be asked to provide an email address. The Application also generates unique identifiers for the scanning tools and connections to the analysis service.  If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a theft of your email address password, any credit, debit or charge card number), then you agree to immediately notify Siriux. You may be liable for the losses incurred by Siriux or others due to any unauthorized use of your Services account.

12. Third Party Sites.

The Site, the Applications and the Services may include links or references to other web sites or services (“Third Party Sites”) solely as a convenience to Users. Siriux does not endorse any such Third Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site, the Applications or the Services are solely between you and such advertiser. Access and use of Third Party Sites, including the information, materials, products, and services on or available through Third Party Sites are solely at your own risk.

13. Termination; Terms of Use Violations.

13.1 Siriux.

You agree that Siriux, in its sole discretion, for any or no reason, and without penalty, may terminate your use of the Services or any account (or any part thereof) you may have with Siriux and remove and discard all or any part of your account, user profile, and any Content, at any time. Siriux may also in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Siriux will not be liable to you or any third party for any such termination. Siriux reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Siriux to disclose the identity of anyone posting any email messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Siriux may have at law or in equity. As discussed herein, Siriux does not permit copyright infringing activities on the Site, the Applications or the Services, and shall be permitted to terminate access to Site, the Applications or the Services, and remove all Content or other content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD SIRIUX HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SIRIUX DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SIRIUX OR LAW ENFORCEMENT AUTHORITIES.

13.2 YOU.

Your only remedy with respect to any dissatisfaction with (i) the Site, the Applications or the Services, (ii) any term of these Terms, (iii) any policy or practice of Siriux in operating the Site, the Applications or the Services, or (iv) any Content transmitted through the Site, the Applications or the Services, is to terminate your account and your use of the Site, the Applications and the Services. You may terminate your use of the Site, the Applications and Services and your account at any time. After such termination, you must refrain from use of the Services until authorized by Siriux.

14. Ownership; Proprietary Rights.

The Site, the Applications and the Services are owned and operated by Siriux. The visual interfaces, graphics, design, compilation, information, computer code (include source code or object code), products, software, services, intellectual property and all other elements of the Site, the Applications and the Services provided by Siriux (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Content that is provided and owned by Users, all Materials contained on the Site, the Applications and the Services are the property of Siriux or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Siriux or its affiliates and/or third-party licensors. Except as expressly authorized by Siriux, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Notwithstanding the foregoing, you may, create, display and distribute screenshots of the Mobile Applications and otherwise use the Applications publicly subject to, and otherwise in accordance with, these Terms. Siriux reserves all rights not expressly granted in these Terms. Any third party trademarks, service marks or graphics used by Siriux in connection with reports delivered to Organizations does not constitute an assertion of Siriux’ ownership of those materials.

15. Indemnification.

You agree to indemnify, save, and hold Siriux, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, include legal fees and expenses, arising out of your use or misuse of the Site, the Applications, the Services, any of the Content, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Siriux reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Siriux, and you agree to cooperate with Siriux’s defense of these claims. Siriux will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

16. No Warranties; Disclaimers.

16.1 NO WARRANTIES.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Siriux AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “Siriux PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SITE, THE APPLICATIONS AND THE SERVICES, include, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, Siriux PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SITE, THE APPLICATIONS AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE Siriux PARTIES OR THROUGH THE SITE, THE APPLICATIONS AND THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

16.2 “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS”.

YOU EXPRESSLY AGREE THAT THE USE OF THE SITE, THE APPLICATIONS AND THE SERVICES ARE AT YOUR SOLE RISK. THE SITE, THE APPLICATIONS, THE SERVICES AND ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE, THE APPLICATIONS OR THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

16.3 PLATFORM OPERATION AND CONTENT.

THE SIRIUX PARTIES DO NOT WARRANT THAT THE DATA, ASSESSMENTS, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE, THE APPLICATIONS, THE SERVICES, OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

16.4 ACCURACY.

THE SIRIUX PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE APPLICATIONS, THE SERVICES OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

16.5 HARM TO YOUR COMPUTER.

YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE SITE, THE APPLICATIONS, THE SERVICES OR ANY THIRD PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

17. Limitation of Liability and Damages.

17.1 LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE Siriux PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, ASSESSMENTS, RESULTS OR CONTENT ON THE SITE, THE APPLICATIONS OR THE SERVICES OR ANY THIRD PARTY SITES, OR ANY OTHER INTERACTIONS WITH SIRIUX, EVEN IF SIRIUX OR A SIRIUX AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SIRIUX’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

17.2 LIMITATION OF DAMAGES.

IN NO EVENT WILL THE SIRIUX PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE, THE APPLICATIONS OR THE SERVICES OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU (OR ON YOUR BEHALF), IF ANY, TO SIRIUX DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR TEN DOLLARS, WHICHEVER IS GREATER.

17.3 RELEASE FOR DISPUTES BETWEEN USERS.

If you have a dispute with any other Users or other third parties, you release Siriux and the other Siriux Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “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.”

17.4 THIRD PARTY SITES.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SIRIUX AND RECEIVED THROUGH OR ADVERTISED ON THE SITE, THE APPLICATIONS OR THE SERVICES OR RECEIVED THROUGH ANY THIRD PARTY SITES.

17.5 BASIS OF THE BARGAIN.

YOU ACKNOWLEDGE AND AGREE THAT SIRIUX HAS OFFERED THE SITE, THE APPLICATIONS AND THE SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND Siriux, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Siriux. Siriux WOULD NOT BE ABLE TO PROVIDE THE SITE, THE APPLICATIONS OR THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

17.6 LIMITATIONS BY APPLICABLE LAW.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

18. Miscellaneous.

18.1 NOTICE.

Siriux may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on the Site, the Applications or the Services. Notice will be deemed given twenty-four hours after email is sent, unless Siriux is notified that the email address is invalid. Alternatively, Siriux may give you legal notice by mail to a postal address, if provided by you through the Services. In such a case, notice will be deemed given three days after the date of mailing. Notice posted on the Site, the Applications or the Services is deemed given 30 days following the initial posting.

18.2 WAIVER.

The failure of Siriux to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Siriux.

18.3 DISPUTE RESOLUTION.

If a dispute arises between you and Siriux, the goal is to provide you with a neutral and cost effective method of resolving the dispute quickly. Accordingly, you and Siriux agree that any dispute, claim or controversy at law or equity that arises out of this Agreement, the Site, the Applications or the Services (a “Claim”) will be resolved in accordance with this Section or as Siriux and you otherwise agree in writing. Before resorting to these dispute methods, Siriux strongly encourages you to first contact Siriux directly to seek a resolution.

(a) Choice of Law. These Terms shall be governed in all respects by the laws of the State of Idaho as they apply to agreements entered into and to be performed entirely within Idaho between Idaho residents, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CLAIM OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE SITE, THE APPLICATIONS OR THE SERVICES.

(b) Arbitration and Class Action Waiver.

PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

(i) Arbitration. YOU AGREE THAT ALL CLAIMS BETWEEN YOU AND SIRIUX (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, THE SITE, THE APPLICATIONS OR THE SERVICES, INCLUDE WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND Siriux HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND SIRIUX WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. You may bring claims only on your own behalf.

Neither you nor Siriux will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST Siriux include ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Siriux is a party to the proceeding.

This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Siriux or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 18.3(b) is found not to apply to you or your claim, you and Siriux agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts of Bonneville County, Idaho. Both you and Siriux irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Siriux may bring a claim for equitable relief in any court with proper jurisdiction.

(iii) This arbitration agreement will survive the termination of your use of the Site, the Applications or the Services or your relationship with Siriux.

(c) Improperly Filed Claims. All claims you bring against Siriux must be resolved in accordance with this Section 18.3. All claims filed or brought contrary to this Section 18.3 shall be considered improperly filed. Should you file a claim contrary to this Section 18.3, Siriux may recover attorneys’ fees and costs up to $15,000, provided that Siriux has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

(d) Prevailing Party. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Privacy Policy, the Site, the Applications or the Services, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, include reasonable attorneys’ fees and expenses and court costs.

(e) Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, THE SITE, THE APPLICATIONS,THE SERVICES, ANY PRODUCT, ANY CONTENT OR YOUR RELATIONSHIP WITH US MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

18.4 SEVERABILITY.

If any provision of these Terms (include any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

18.5 ASSIGNMENT.

These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Siriux without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

18.6 SURVIVAL.

Upon termination of these Terms, your use of the Site, the Applications or the Services or your relationship with Siriux, any provision which, by its nature or express terms should survive , will survive such termination or expiration, include, but not limited to, Sections 1, 2, and 8 -22.

18.7 HEADINGS.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

18.8 ENTIRE AGREEMENT.

These Terms, including the Privacy Policy and the Policies, are the entire agreement between you and Siriux relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by Siriux as set forth in Section 8 above.

18.9 NO AGENCY.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

18.10 GEOGRAPHIC RESTRICTIONS

Siriux is based in the state of Utah in the United States. Siriux makes no claims that the Site, the Applications or any of its content or the Services is accessible or appropriate outside of the United States. Access to the Site, the Applications and the Services may not be legal by certain persons or in certain countries. If you access the Site, the Applications and the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Siriux with respect thereto. If you work for a company based in the European Union or are a resident of the European Union, you expressly consent to grant Siriux the right to store the full names of any Administrator, email addresses of any member of your company which has access to the Site, Applications or the Tool. All data which the Tool and Applications gather will be stored using state of the art data protections and Siriux makes every effort to anonymize the results of any Application or Tool analytics.  That said, private information from your Microsoft or other SaaS tenants may be discovered and stored. This could include personally-identifiable information included in SharePoint site directories, Azure Active Directory policies or any other Microsoft 365 service label which contains what could be considered private information. Should you wish to have any information associated with your use of the Site, Applications or Tool, contact support@siriux.tech to provide specific data deletion instructions.

18.11 DISCLOSURES.

The Site, the Applications and the Services are offered by Siriux located at: Siriux, LLC., 1193 Groves Crest Dr, South Jordan UT 84095 and email: support@siriux.tech. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

© 2020 Siriux, LLC.

HQ: Siriux Security Technologies, LLC., 1193 Groves Lane, South Jordan UT 84095