Terms and Conditions
Thank you for visiting these Terms and Conditions (these “Terms”) of Ninjio, LLC and its affiliates (“NINJIO”, sometimes referred to as “we”, “our” and “us”). Your access to and use of our website (“Website”), our mobile sites or applications (if and as applicable) (“Mobile Sites”), or our social media pages (“Social Media”, and together with our Website and Mobile Sites, our “Services”), and the content and services provided through our Services, are subject to these Terms and all applicable laws. Please read the following Terms carefully, including Section 19 regarding arbitration of disputes, your waiver of class actions, collective actions and representative actions claims, and your waiver of the right to a jury trial.
By accessing and browsing through our Services, you accept these Terms without limitation or qualification and agree to be legally bound by them.
If you enter into any other agreement with us, then these Terms are in addition to the terms of such other agreement. However, if there is a conflict between these Terms and said other agreement, then the conflicting terms in the other agreement shall control and prevail over these Terms.
- Modification to These Terms
We reserve the right to update or modify these Terms at any time without notice, and you agree that we may do so. If the modifications to these Terms constitute a material change in our good faith reasonable judgment, we will notify you via email or by posting a notice on our Services.
If you do not agree to these Terms or any modification of these Terms, you must immediately stop using our Services. Your continued use of our Services after any modification to these Terms constitutes your acceptance of any amended Terms.
If you ever have any questions, concerns or complaints about these Terms or our Services, you should immediately contact us at firstname.lastname@example.org.
- USE OF OUR SERVICES
Our Services belong to us. All text, graphics, sounds, user interfaces, visual interfaces, photographs, trademarks, logos, artwork, computer code and other material (collectively, “Content”) from our Services is proprietary and may not be copied, distributed, republished, uploaded, posted or transmitted in any way, without our prior consent.
The material from our Services is provided for lawful purposes only.
- USER ACCOUNT AND PASSWORD
If you register for our Hosted Services, you will create an account and will need to provide a password and valid email address. You may never use another person’s account without permission of the account holder. When creating your account, you must provide true, accurate, current and complete information about yourself as prompted by our registration form or other request, and maintain and promptly update your registration data to keep it true, accurate, current and complete.
You are solely responsible for maintaining the confidentiality of the password and account, and you are solely responsible for all activities that occur under or in connection with your password or account.
You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session.
We are not and shall not be liable in any manner for any losses caused by any unauthorized use of your account, or any claims of loss or damage arising from your failure to comply with these account and password requirements. You may however be liable for any losses incurred by us or other parties due to any such unauthorized use or your failure to comply with these account and password requirements.
- Term and Termination of User Account
These Terms are effective upon your use of our Services. You may discontinue your use of our Services at any time, for any reason; however, you may still be subject to any other agreement you have entered into with us. Please contact us to determine if any agreement still applies or if you are at all uncertain about the terms of any agreement between us.
You agree that we, in our sole and absolute discretion, at any time for any reason or no reason, may terminate your use of our Services, except as provided in any other agreement you have entered into with us.
We, in our sole and absolute discretion, at any time for any reason or no reason, without prior notice, may modify any aspect of our Services and may terminate and discontinue our Services in whole or in part, except as provided in any other agreement you have entered into with us. Further, you agree that we shall not be liable to you or any third party for any termination of your access to our Services or consequences arising therefrom.
- FAMILY USE MANAGEMENT PORTAL
Our Family Use Management Portal (the “Family Use Portal”) allows certain users and up to seven (7) of their friends & family members access to certain security awareness Episodes will be available for a period of two (2) weeks following the release thereof. In order for the family members to access such Episodes, certain users must submit (otherwise known as disclose) the email addresses of their family members to us. If you decide to use the Family Use Portal, you hereby represent and warrant that:
- You have the right to disclose such family member’s or friend’s email addresses to us (it being understood that, by disclosing your family member’s or friend’s email address to us, such person may receive certain Content from us). We recommend that you discuss the Family Use Portal with your family member (including your intention to make such disclosure) prior to such disclosure.
- You have received consent from such friend or family member prior to such disclosure. If such friend or family member is under the age of eighteen (18), you have obtained the written consent from such family member’s parent (and you agree to provide us a copy of such consent upon our request).
- You will not submit the email address of any other company (or its employees) which provides security awareness training or services as its business.
- Except as permitted by Section 2 of these Terms, you will not download, upload or otherwise distribute our Content.
- Consent to Monitoring
- Privacy and Use of Personal Information
- Posting Messages or Content
Our Services may contain areas where you can communicate with other users, including but not limited to, email, message boards, bulletin boards, or chat areas. Such communicated Content is only the opinion of the poster, and should not violate these Terms, in particular the provisions of the section entitled Prohibited Conduct found below.
Unless we indicate otherwise, if you do post or submit Content on our Services, you grant us a non-exclusive, worldwide, perpetual, royalty-free, irrevocable, and fully assignable and sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any media. You grant us and our sub-licensees the right to use the name that you submit in connection with such Content. You represent and warrant that you own or otherwise control all of the rights to such Content; that the Content is accurate, that use of such Content does not violate these Terms and will not cause injury to any person or entity; and that you will indemnify, defend and hold us harmless from all claims resulting from Content you supply, regardless of when arising.
- Consent to Electronic Communications
When you use our Services, or send emails to us, you are communicating with us electronically. You hereby consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
You further agree that any notices provided electronically by us are deemed to be given and received on the date any such electronic communication is transmitted. Please be aware that emails to you from us may be routed to your “Spam” or “Junk” folder. It is your responsibility to check your “Spam” or “Junk” folder, to change your settings to allow emails from us if needed, and to inform us if you change your email address.
- Links to Other Websites and Companies
We may provide (and permit other parties to provide) links to other websites, resources or companies. You acknowledge and agree that: (a) we have no control of such websites, resources or companies, (b) we are not responsible for the availability of such websites, resources or companies, and (c) we do not endorse and are not responsible or liable for any Content, advertising, products or other materials on or available from such websites, resources or companies, including their collection of your personal information. You should consult their privacy policies or notices. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such website, resource or company. Your linking to any other website is at your own risk. Please be mindful of this as you link to other websites.
- Prohibited Conduct
You acknowledge and agree that you are fully responsible and liable for your use of our Services and any consequences thereof, including for any Content you access or transmit via our Services and material that results from your use of our Services, and that you shall bear all risks regarding use of our Services.
You agree not to use our Services to engage in any prohibited conduct, including but not limited to conduct that violates any applicable law or regulation, our rights, or the rights of any third party.
Use of Our Services for the following activities is strictly prohibited:
- Harm to Minors. Using our Services to harm, or attempt to harm, minors in any way.
- Illegal Use. Using our Services to transmit any material that, intentionally or unintentionally, violates any applicable local, state, national or international law, or any related rules or regulations.
- Invasion of Privacy. Using our Services for activities that invade another’s privacy.
- Intellectual Property Right Violations. Using our Services to engage in any activity that infringes or misappropriates the intellectual property rights of others, including patents, copyrights, trademarks, service marks, trade secrets, or any other proprietary right of any third party.
- Obscene or Indecent Speech or Materials. Using our Services to advertise, solicit, transmit, store, post, display, or otherwise make available obscene or indecent images or other materials. We shall fully cooperate with law enforcement if we become aware of any use of our Services in any connection with child pornography, the solicitation of sex with minors, or any other obscene or indecent use.
- Harassment, Defamatory or Abusive Language. Using our Services to transmit, post, upload, or otherwise making available defamatory, harassing, abusive, or threatening material or language that encourages bodily harm, destruction of property or harasses another.
- Hacking or Unauthorized Access. Using our Services to access illegally or without authorization the computers, accounts, equipment or networks belonging to us or another party, or attempting to penetrate security measures of another system. This includes any activity that may be used as a precursor to an attempted system penetration, including, but not limited to, port scans, stealth scans, or other information gathering activity.
- Distribution of Computer Viruses, Trojan Horses or Other Destructive Activities. Using our Services to participate in or distribute information regarding the creation of and sending Internet viruses, worms, Trojan Horses, pinging, flooding, mail bombing or denial of service attacks. Using our Services for activities that disrupt the use of or interfere with the ability of others to effectively use our Services or any connected network, system, service or equipment.
- Facilitating a Violation of these Terms. Using our Services to advertise, transmit or otherwise make available any software product, product or service that is designed to violate these Terms, which includes the facilitation of the means to spam, initiation of pinging, flooding, mail bombing, denial of service attacks and piracy of software.
- Unsolicited Commercial Email/Unsolicited Bulk Email. Using our Services to transmit any unsolicited commercial email or unsolicited bulk email. Activities that have the effect of facilitating unsolicited commercial email or unsolicited bulk email, whether or not that email is commercial in nature, are prohibited, including where email is generated by third party software such as a virus or malware. Using deliberately misleading headers in emails sent to multiple parties is strictly prohibited.
- Collection of Personal Data. Using our Services to collect, or attempt to collect, personal information about third parties or us without their knowledge or consent.
- The sale, transfer or rental of our Services to customers, clients or other third parties, either directly or as part of a service or product created for resale.
- Our Proprietary Rights
You acknowledge and agree that all Content included in or made available through our Services, such as graphics, logos, button icons, images, text, digital downloads and data compilations or other material contained or distributed on or through our Services by us is our property or our Content suppliers’ property and is thereby protected by United States and international copyright laws. You may not use, reproduce or distribute any Content on our Services without our prior written consent, except as permitted by law.
You also acknowledge and agree that all graphics, logos, page headers, button icons, scripts, and service names included in or made available through our Services are our trademarks or trade dress (“Trademarks”), or used by us with permission. Our Trademarks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers or users, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear in our Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
You acknowledge and agree that our Services and any software used in connection with our Services (our “Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. All of our Software shall remain our property and you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on our Software, in whole or in part.
- Copyright Policy & Process for Allegation of Copyright Infringement
We respect the intellectual property rights of others and expect our users to do the same. We may terminate access to our Services for users whom we believe to be infringers, at our sole discretion.
It is our policy to respond expeditiously to claims of infringement. We will promptly process and investigate notices of alleged copyright infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable laws.
If you believe in good faith that your copyrighted material has been posted on our Services in violation of any applicable rights or licenses, and you want this material removed, you must promptly provide us with a written communication that details the information listed in this section.
Please also note that under Section 512(f) of the Copyright Act any person who knowingly materially misrepresents that material or activity is infringing, may be subject to liability. You may wish to contact an attorney for legal assistance on this matter prior to submitting a notification.
To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright interest that is allegedly infringed.
- A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of alleged infringed copyrighted works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, including a link or description of where the claimed infringing Content is located on our Services so that we are capable of finding and verifying its existence.
- Contact information, including identification of the copyright owner, your name, address, telephone number and email address.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
- A statement by you, made under penalty of perjury, that the information in the notice is accurate, and that the complaining party is authorized to act on behalf of the owner of the copyright interest that is allegedly infringed.
Send the written infringement notice and the materials above to our “Designated Agent” the following address:
2820 Townsgate Rd., Suite 101
Westlake, CA 91361
Attention: Legal Department
Phone: (805) 864-1992
Upon our receipt of notices in substantial compliance with the DMCA and the requirements of this Section, we will use our reasonable efforts to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to remove or disable access to any reference or link to material or activity that is claimed to be infringing.
- DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. SUCH SERVICES AND THE MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE CONTENT DISCUSSED ON THE EPISODES IS NOT INTENDED TO PRESENT THE ONLY OR NECESSARILY THE BEST METHOD OR PROCEDURE FOR DEALING WITH AN I.T. SECURITY ISSUE, BUT RATHER PRESENTS THE APPROACH OR OPINION OF THE DISCUSSANT.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES, conditions, representations, indemnities and guarantees with respect to OUR Services and the operation, capacity, speed, functionality, qualifications, or capabilities of OUR SERVICES, whether express or implied, arising by law, custom, prior oral or written statements by US, or otherwise (including, but not limited to any warranties of satisfactory quality, merchantability, fitness for particular purpose, title and non-infringement). No advice or information, whether oral or written, obtained from US or through or from OUR SERVICES shall create any warranty.
WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS or third parties. YOU ACKNOWLEDGE THAT YOU ACCEPT SUCH RISKS AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF USERS or third parties PARTICIPATING IN OUR SERVICES.
You further acknowledge and agree that: (a) OUR Services may not be uninterrupted or error-free; (b) you may be exposed to a variety of materials and information that may be offensive to you through OUR Services; (c) WE do not guarantee the security of OUR Services; (d) as with any cloud based or internet based service, by using OUR Services, there is always the risk that unauthorized third parties may be able to access your computer or files, otherwise monitor your connection and activities, and infect your systems with malware; and (e) availability of OUR Services is based on the disclaimer of warranties and limitation of liability specified in these Terms, and the use of OUR Services would require a substantial charge to you if any of these Terms were unenforceable.
- LIMITATION OF LIABILITY; TIME FOR COMMENCING ACTION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES shall WE, OUR owners, suppliers, service providers or licensors, or their respective officers, directors, MANAGERS, employees, agents, and affiliates be liable for any DIRECT, INDIRECT, consequential, special, punitive, incidental OR EXEMPLARY DAMAGES or lost profits, regardless of whether based on claims arising out of or in connection with use of OUR Services (including, but not limited to, PRODUCTS OR SERVICES ORDERED THROUGH OUR SERVICES, unauthorized access, DAMAGE OR INJURY RESULTING FROM OUR SERVICES, theft, claims for loss of goodwill or loss of data, use of or reliance on OUR Services, stoppage of other work, impairment of other assets, or damage caused to equipment or programs from any virus or other harmful application), and regardless of whether foreseeable or unforeseeable or whether such action or claim is brought in tort, contract or any other basis.
IN THE EVENT THAT YOU OBJECT TO ANY OF THESE TERMS OR are DISSATISFIED WITH YOUR USE OF OUR SERVICES, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE YOUR USE OF OUR SERVICES. Notwithstanding the foregoing, you may still be subject to any other agreement you have entered into with us.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree that any claim or cause of action arising out of or related to your use of OUR SERVICES or these Terms must commence within one (1) year after such claim or cause of action arose or accrued. Otherwise, such claim or cause of action shall be permanently and forever barred.
In the event that you have a dispute with a third party, you agree to release us (including our affiliates and each of our respective officers, directors, managers, employees, agents, shareholders and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with such third parties or to your use of our Services. We reserve the right to monitor disputes between you and such third parties.
Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other states), which says:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
To the extent that we may attempt to resolve a dispute between users, which we are not required to do, we will make any such attempt in good faith based on our policies and these Terms.
You agree to promptly and completely indemnify, defend and hold harmless us, our owners, and our and their suppliers and licensors, officers, directors, managers, employees, agents, attorneys, affiliates and representatives from any claim, liability, loss, damage, cost, or expense (including, without limitation, all costs of defense, including reasonable attorneys’ fees, court costs, the costs of investigation and any appeal and damages) arising out of or in any way related to: (a) your use and any actions taken by you in connection with your use of our Services (including the Website, Social Media and Mobile Sites); (b) Content you submit, post to or transmit through our Services; (c) your connection to our Services; and (d) any violation of any third party’s rights or a violation of law or regulation, or any breach of these Terms. Such indemnification shall not be construed to limit or exclude any other claims or remedies that we may assert under these Terms, by law or in equity, all of which are hereby expressly reserved.
- GOVERNING LAW
These Terms shall be governed by, and shall be interpreted, construed, and enforced in accordance with, the laws of the State of California without reference to conflicts of laws principles.
- ARBITRATION OF DISPUTES
If any dispute, difference or disagreement of any kind whatsoever arising out of or relating to the Services, these Terms (including the applicability of this Section), the breach or interpretation thereof, or the performance of any obligation hereunder (a “Dispute”) shall arise between you, on the one hand, and us, on the other (in such capacity, each a “Disputing Party”), the Disputing Parties shall attempt, in good faith, to first resolve or settle the Dispute by mutual discussions. All discussions and negotiations under this Section shall be confidential and shall be treated as compromise and settlement negotiations, and no oral or documentary representations made by the Disputing Parties during the discussions and negotiations shall be admissible for any purpose in any subsequent proceedings. If any Dispute is not resolved within twenty (20) days of receipt by a Disputing Party of notice of a Dispute (or within such longer period as to which the Disputing Parties have agreed in writing), then, on the request of any Disputing Party, the Dispute shall be submitted to first mediation and then arbitration (if necessary) in accordance with this Section.
Any Dispute not resolved by mutual discussions (as set forth above) shall, on the receipt of a demand for mediation, be settled by JAMS through nonbinding mediation administered by JAMS and its mediation rules. Unless otherwise agreed by the Disputing Parties in writing, the mediation shall be held, and the award shall be issued, in Los Angeles, California. The mediation shall be conducted before a single mediator, who shall be neutral and independent of the Disputing Parties. The mediator shall be selected by an agreement between the Disputing Parties, except that if the Disputing Parties are unable to agree to a mediator within twenty (20) days after the receipt of a demand for mediation, each Disputing Party may and shall have the right to demand that JAMS appoint a retired judge. If the Disputing Parties are unable to resolve the Dispute within ninety (90) days following the receipt of a demand for mediation (or such other period as agreed to in writing by the Disputing Parties), then the Dispute may be submitted to arbitration in accordance with this Section.
Any Dispute not resolved by mediation (as set forth above) shall, on the receipt of a demand for arbitration, be finally and exclusively settled by JAMS through binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules (the “Rules”) then in effect. Unless otherwise agreed by the Disputing Parties in writing, the arbitration shall be held, and the award shall be issued, in Los Angeles, California. The arbitration shall be conducted before a single arbitrator, who shall be neutral and independent of the Disputing Parties. The arbitrator shall be selected by an agreement between the Disputing Parties, except that if the Disputing Parties are unable to agree within twenty (20) days after the receipt of a demand for mediation, the arbitrator shall be appointed as provided in the Rules.
The Disputing Parties intend to preserve their rights under any applicable law to seek and obtain provisional relief from any court of competent jurisdiction to the extent necessary to preserve the status quo pending the appointment of the mediator or arbitrator (as applicable) or to protect meaningful relief in the mediation or arbitration (as applicable). Once appointed, the mediator shall have the authority to require that the parties resolve any provisional relief in their settlement agreement. To the extent applicable, the arbitrator shall also have full authority to grant provisional remedies and to direct the Disputing Parties to request that any court modify or vacate any temporary or preliminary relief by such court, and to award damages for the failure of any Disputing Party to respect the arbitrator’s orders to that effect.
Any arbitration proceeding to enforce, confirm, modify or vacate a decision or award rendered hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. In arriving at a decision, the arbitrator shall be bound by the terms and conditions of this Agreement and shall apply the governing law of this Agreement without regard to conflicts of law principles. The arbitrator shall award the prevailing party all reasonable costs, expenses and attorneys’ fees incurred in connection with the Dispute proceedings; provided, however, if a Disputing Party fails to either pursue or participate in good faith mutual discussions (i.e., the first paragraph of this Section) or to demand or participate in non-binding mediation before any arbitration proceeding, such Disputing Party shall forfeit any right to recover any costs or expenses in the Dispute (including attorneys’ or expert fees and costs of JAMS) even if such Disputing Party is the prevailing party. The award, which shall be in writing and shall state the findings of fact and conclusions of law upon which it is based, shall be final and binding on the parties and shall be the sole and exclusive remedy between the parties regarding the issues submitted to arbitration. Judgment may be entered in any court of competent jurisdiction.
The parties expressly intend and agree that: (a) class action, collective action and representative action procedures shall not be asserted, nor shall they apply, in any Dispute or proceeding pursuant to these Terms; (b) no party shall assert a class, collective or representative claim against the other, in arbitration or otherwise; and (c) each of the parties shall submit only its own, individual claims for resolution and will not seek to represent the interests of any other person.
In addition, the Parties are voluntarily and intentionally waiving their right to a jury trial as to any Dispute.
Although the Website, Social Media and Mobile Sites are accessible worldwide, our products, materials, offers, and information appearing on them are intended for U.S. visitors/customers. We make no representation that Content or materials on our Services are appropriate or available for use in other locations. Those who choose to access the Website, Social Media and Mobile Sites do so at their own initiative and at their own risk, and are responsible for compliance with their local laws, if and to the extent such local laws are applicable.
We shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances or cybercrime, such as distributed denial of service (DDOS) attacks.
By using our services, you represent that you have the legal capacity to accept and agree to these Terms.
These Terms shall not be construed as creating a partnership, joint venture, agency relationship or granting a franchise between us and any other party. If any term or provision of these Terms or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, in whole or in part, the remainder of these Terms or the application of such provision to the persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each other provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. Our Services are subject to existing law and legal process, and nothing contained in these Terms shall waive or impede our right to comply with law enforcement requests or requirements relating to your use of our Services or information provided to or gathered by us with respect to such use.
(Last Updated April 9th, 2020)