Terms of Service

These Terms of Service (the "Terms") are a binding agreement between ChangeGuard ("ChangeGuard", "we", "us" or "our"), the operator of changeguard.app, and the person or entity that creates an account or uses the Service ("you" or "your"). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Eligibility and authority

The Service is offered to businesses located in the United States for their internal business purposes. It is not offered to consumers and is not directed to persons in the European Union. You represent that you are at least 18 years of age, that you are using the Service on behalf of a business, and that you have authority to bind that business to these Terms. "You" refers to that business.

2. Definitions

"Service" means the ChangeGuard website, application and related services that monitor web pages you designate and report changes to them. "Customer Content" means the URLs, credentials, notes, rules and other data you or your Users submit to the Service, together with the snapshots, documents, comparisons and summaries the Service produces from them. "Users" means the individuals you permit to access your workspace. "Plan" means the service tier you select, and "Fees" means the amounts payable for it. "Order" means a written Enterprise order form accepted by both parties; where an Order conflicts with these Terms, the Order prevails for that customer.

3. The Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Service during the term, for your internal business purposes and within the limits of your Plan. We may modify, add to or retire features of the Service at any time. Features identified as beta, preview or experimental are provided as is and may be withdrawn without notice. Support is provided by email at our discretion; we do not commit to response times or service levels except as stated in an Order.

4. Accounts and Users

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account, whether or not authorised by you. You must provide accurate account information and keep it current, and must notify us promptly at the address below of any unauthorised use. Workspace owners and administrators may invite Users, and you are responsible for your Users' compliance with these Terms.

5. Customer Content

As between you and us, you own the Customer Content. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit and display the Customer Content solely to provide, secure and improve the Service and as otherwise permitted by these Terms. You represent and warrant that you have all rights, permissions and authorisations necessary to designate the pages you monitor, to supply any credentials you store, and to grant the licence above. If you provide suggestions or feedback, we may use them without restriction or compensation. We may collect and use usage data that does not identify you or any individual for any lawful purpose, including improving the Service.

6. Restrictions

You will not, and will not permit any User or third party to:

• use the Service in violation of any applicable law, regulation or third-party right;
• monitor, access or attempt to access any page, site or account that you are not authorised to access, or store credentials that you are not authorised to use;
• circumvent or attempt to circumvent Plan limits, rate limits, security measures or the access controls of any site;
• copy, modify, reverse engineer, decompile or create derivative works of the Service, or access it in order to build a competing product;
• resell, sublicense, rent or lease the Service, or provide it to third parties as a service bureau;
• use the Service to impose an unreasonable load on any site, or to collect personal information in violation of applicable law; or
• remove or obscure any proprietary notice in the Service.

We may suspend or limit access, remove Customer Content or terminate the account, without liability, where we reasonably believe this section has been violated or that continued use would harm the Service, other customers or third parties.

7. Third-party sites and services

The pages and sites you monitor are owned and operated by third parties over whom we have no control. We do not endorse them and are not responsible for their content, availability, terms or conduct. You are solely responsible for compliance with the terms and policies of any site you monitor. Payments are processed by a third-party payment processor under its own terms; we do not receive or store your payment card details.

8. Fees, billing and automatic renewal

Paid Plans are billed in United States dollars, in advance, for the billing period you select, monthly or yearly. Your subscription renews automatically at the end of each billing period, and your payment method will be charged the then-current Fees for the next period, until you cancel. You may cancel at any time through the billing portal in the Service; cancellation takes effect at the end of the current billing period, and you retain access until then. Except where required by law, Fees are non-refundable, and no credits or refunds are given for partial periods, unused capacity or downgrades. Upgrades take effect immediately, and any difference for the remainder of the period is charged on a prorated basis. We may change Fees on at least 30 days' notice; new Fees apply from your next renewal. Fees exclude taxes; you are responsible for all sales, use and similar taxes, which we add to your invoice where we are required to collect them. If a payment fails, we may suspend the Service until payment is received and may reduce the account to the free Plan's limits. Enterprise Plans are governed by their Order.

9. Term and termination

These Terms begin when you create an account and continue until the account is closed. You may close your account at any time from the Service. We may suspend or terminate your account, or any part of the Service, immediately on notice if you breach these Terms, fail to pay Fees when due, or if your use presents a risk to the Service, to us or to any third party. On termination your right to use the Service ends, and we may delete Customer Content after a reasonable period; you are responsible for exporting anything you need before then. Sections 5 through 8 and 10 through 17 survive termination.

10. Privacy and security

Our Privacy Policy describes how we collect and use information and forms part of these Terms. We maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Content. You acknowledge that no method of transmission or storage is completely secure and that we do not guarantee the security of Customer Content.

11. Intellectual property

The Service, including its software, design, text, graphics, trademarks and all related intellectual property rights, is owned by us or our licensors and is protected by law. Except for the limited rights expressly granted in these Terms, we reserve all rights, and no rights are granted by implication, estoppel or otherwise.

12. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL DETECT EVERY CHANGE TO ANY PAGE, THAT ANY CHANGE WILL BE DETECTED OR REPORTED WITHIN ANY PARTICULAR TIME, THAT ANY SUMMARY OR COMPARISON WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. THE SERVICE IS NOT LEGAL, REGULATORY, COMPLIANCE OR PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ANY CHANGE BEFORE RELYING OR ACTING ON IT.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHANGEGUARD OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES ANY LOSS ARISING FROM A CHANGE THAT WAS NOT DETECTED, WAS DETECTED LATE OR WAS REPORTED INACCURATELY. OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID TO US IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND ONE HUNDRED UNITED STATES DOLLARS (US$100). THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnification

You will defend, indemnify and hold harmless ChangeGuard from and against any claim, demand, loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of or relating to the Customer Content, your or your Users' use of the Service, your breach of these Terms, or any monitoring, access or use of a third-party site or credential that you were not authorised to perform.

15. Governing law, venue and waivers

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Maryland, without regard to its conflict of laws rules. The state and federal courts located in Montgomery County, Maryland have exclusive jurisdiction over any such dispute, and each party consents to the personal jurisdiction of those courts and waives any objection to venue there. Either party may bring an individual claim in small claims court where eligible, and we may seek injunctive relief to protect our intellectual property in any court of competent jurisdiction.

JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

CLASS ACTION WAIVER. YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NO COURT MAY CONSOLIDATE YOUR CLAIMS WITH THOSE OF ANY OTHER PERSON.

16. Changes to these Terms

We may revise these Terms from time to time. Revised Terms take effect when posted, and the "Last updated" date will change. We will notify you of material changes by email to the address on your account or by a notice in the Service. Your continued use of the Service after a change takes effect constitutes acceptance of the revised Terms.

17. General

These Terms, together with the Privacy Policy and any Order, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements and communications. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition or sale of assets. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. A failure to enforce any provision is not a waiver of it. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations. The parties are independent contractors, and there are no third-party beneficiaries. You will comply with applicable export control and sanctions laws in using the Service. Notices to you will be sent to the email address on your account; notices to us must be sent to the address below.

18. Contact

Questions about these Terms: hello@changeguard.app.