Terms and Conditions

Welcome to https://www.secunit.cloud/ (together with its subdomains, Content, Marks and services, the "Website"). Please read the following Terms of Use carefully before using this Website so that you are aware of your legal rights and obligations with respect to SecUnit Inc. ("SecUnit", "we", "our" or "us"). By accessing or using the Website, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, these Terms of Use, together with our Privacy Policy (collectively the "Terms"). If you do not agree to be bound by these Terms please do not access or use the Website.

PLEASE ALSO READ THESE TERMS OF USE CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. PLEASE NOTE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMIT THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.

Background

The Website is intended to provide you with information related to our products and services and to enable you to contact us via the Website.

Modification

We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following the posting of the revised Terms on the Website, and your continued use of the Website thereafter means that you accept those changes.

Ability to Accept Terms

The Website is only intended for individuals aged eighteen (18) years or older. If you are under eighteen (18) years old please do not visit or use the Website.

Website Access

For such time as these Terms are in effect, we hereby grant you permission to visit and use the Website, provided that you comply with these Terms and applicable laws.

Restrictions

You shall not: (i) copy, distribute or modify any part of the Website without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Website; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Website; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Website.

Intellectual Property Rights

6.1. Content and Marks.

The (i) content on the Website, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the "Content"), and (ii) the trademarks, service marks and logos contained therein ("Marks"), are the property of SecUnit and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. "SecUnit", the SecUnit logo, and other marks are Marks of SecUnit or its affiliates. All other trademarks, service marks, and logos used on the Website are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Website and the Content.

6.2. Use of Content.

Content on the Website is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.

6.3. Spam.

You agree not to, and will not, use the communication systems provided by the Website to send unauthorized commercial communications and you shall be solely responsible and liable for any such unauthorized communications.

Information Description

We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Website is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.

Links

8.1.

The Website may contain links, and may enable you to post content, to third party websites that are not owned or controlled by SecUnit. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release SecUnit from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

8.2.

SecUnit permits you to link to the Website provided that: (i) you link to but do not replicate any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with SecUnit or present any false information about SecUnit and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website ("Third Party Website") which prohibits linking to third parties; (v) such Third Party Website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.

Privacy

We will use any personal information that we may collect or obtain in connection with the Website in accordance with our Privacy Policy.

Warranty Disclaimers

This section applies whether or not the services provided under the Website are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. SECUNIT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SECUNIT DOES NOT GUARANTEE THAT THE WEBSITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE WEBSITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT SECUNIT WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE WEBSITE BY A THIRD PARTY.

EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, SECUNIT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE WEBSITE.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SECUNIT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, EVEN IF SECUNIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SECUNIT FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE THE WEBSITE, EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO SECUNIT FOR USING THE WEBSITE DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.

Indemnity

You agree to defend, indemnify and hold harmless SecUnit and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Website; (ii) your interaction with any Website user; or (iii) your violation of these Terms.

Dispute Resolution

PLEASE READ THIS "DISPUTE RESOLUTION" SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

13.1. Informal dispute resolution procedure.

If a dispute arises between you and SecUnit, we are committed to working with you to reach a reasonable resolution. For any such dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account, if any, to the following email address: legal@secunit.cloud. For any dispute that SecUnit initiates, we will send our written description of the dispute to the email address associated with your SecUnit account (if any) or to any email address we have on file for you. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and SecUnit agree to the further dispute resolution provisions below.

The above process for an informal dispute resolution process is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

13.2. Mutual arbitration agreement.

You and SecUnit agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of these Terms (including its formation, performance, and breach) or payments by or to SecUnit, or that in any way relate to the provision or use of the Website, your relationship with SecUnit, or any other dispute with SecUnit, shall be resolved exclusively through binding arbitration in accordance with this Section 13 (collectively, the "Arbitration Agreement"). This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") in all respects and evidences a transaction involving interstate commerce.

Except as set forth in this Section 13.2, the arbitrator or arbitration body, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Agreement (including these Terms) and this Arbitration Agreement. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity.

Notwithstanding the parties' decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis; (ii) bring an action in state or federal court to protect its intellectual property rights; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party's claims are time-barred or may be brought in small claims court.

You and SecUnit agree to submit to the personal jurisdiction of any federal or state court in New York, NY in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND SECUNIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.3. Class arbitration and collective relief waiver.

YOU AND SECUNIT ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY'S CLAIM, UNLESS SECUNIT PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that either the Class Arbitration Action and Collective Relief Waiver or the provisions in Section 13.7 are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims.

13.4. Arbitration rules.

The arbitration will be administered by National Arbitration and Mediation ("NAM") and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider. Except as modified by this "Dispute Resolution" provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions.

13.5. Initiating arbitration.

Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@secunit.cloud. If SecUnit is initiating arbitration, it will serve a copy of the demand to the email address associated with your SecUnit account.

13.6. Arbitration location and procedure.

If you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in New York, New York, United States of America, unless you and SecUnit otherwise agree. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public.

13.7. Batch arbitration.

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands are submitted to NAM against SecUnit within reasonably close proximity ("Mass Filing"), the parties agree to administer the Mass Filing in batches of 100 demands per batch with only one batch filed, processed, and adjudicated at a time. Unless SecUnit otherwise consents in writing, SecUnit does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances.

13.8. Arbitrator's decision.

The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

13.9. Fees.

You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

13.10. Right to opt-out of the Arbitration Agreement.

IF YOU DO NOT WISH TO BE BOUND BY THE "ARBITRATION AGREEMENT" AS SET FORTH IN THIS "DISPUTE RESOLUTION" SECTION 13, THEN: (1) YOU MUST NOTIFY SECUNIT IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST USE THE WEBSITE; (2) YOUR WRITTEN NOTIFICATION MUST BE EMAILED TO LEGAL@SECUNIT.CLOUD; AND (3) YOUR WRITTEN NOTIFICATION MUST INCLUDE (A) YOUR NAME, (B) YOUR ADDRESS, AND (C) A CLEAR STATEMENT THAT YOU WISH TO OPT OUT OF THIS ARBITRATION AGREEMENT.

13.11. Changes.

SecUnit will provide thirty (30) days' notice of any changes to this "Dispute Resolution" section by posting the change on SecUnit's website, or providing any other notice in accordance with legal requirements. If SecUnit changes this "Dispute Resolution" section after the date you first accepted this Agreement, you agree that your continued use of the Website 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in Section 13.10.

Term and Termination

These Terms are effective until terminated by SecUnit or you. SecUnit, in its sole discretion, has the right to terminate these Terms and/or your access to the Website, or any part thereof, immediately at any time and with or without cause. SecUnit shall not be liable to you or any third party for termination of the Website, or any part thereof. Upon termination of these Terms, you shall cease all use of the Website. Sections 6 (Intellectual Property Rights), 9 (Privacy), 10 (Warranty Disclaimers), 11 (Limitation of Liability), 12 (Indemnity), 13 (Dispute Resolution) and Sections 15 to 18 shall survive termination of these Terms.

Independent Contractors

You and SecUnit are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and SecUnit. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of SecUnit.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by SecUnit without restriction or notification to you. Any prohibited assignment shall be null and void.

Governing Law

SecUnit reserves the right to discontinue or modify any aspect of the Website at any time. These Terms and the relationship between you and SecUnit shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York City, New York and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that SecUnit may seek injunctive relief in any court of competent jurisdiction.

General

These Terms shall constitute the entire agreement between you and SecUnit concerning the Website. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.