IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT MAKE ANY USE OF ANY PART OF THIS SITE.
Unless otherwise explicitly permitted under these Terms or in writing by Cervello, you may not (and you may not permit anyone to): (a) use the Site and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or Content for non-personal purposes; (c) remove or disassociate from the Content and/or the Site any restrictions and signs indicating proprietary rights of Cervello or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the servers or networks that host them, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about our Service; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our Site infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site; (i) copy, modify, alter, adapt, make available, distribute, translate, make derivative works, port, reverse engineer, decompile, or disassemble any portion of the Content or Cervello’s Intellectual Property (as defined below); (j) sublicense, sell, rent, transfer, lend, or make any commercial use of the Site; (k) frame or mirror any part of the Site; (l) create a database by systematically downloading and storing any data from the Site; (m) transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (n) use the Site for any purpose for which it is not intended; and/or (o) infringe and/or violate any of the Terms.
Your failure to comply with any of the provisions set forth in this Section above may result in the termination of your access to the Site, and may also expose you to civil and/or criminal liability.
5. No Advice.
Information contained on or made available through the Site is not intended to and does not constitute retained professional (management consulting, accounting, legal, etc.) advice, recommendations, mediation or counseling under any circumstance. The Site and your use thereof do not create a professional-client relationship. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site. Your use of information on the Site or materials linked to the Site is entirely at your own risk. You should not act or rely on any information on the Site without seeking the advice of a competent professional licensed to practice in your jurisdiction for your particular problem. The information contained herein does not necessarily reflect the opinions of our customers.
7. Trademarks and Trade Names.
Cervello’s marks and logos and other proprietary identifiers used by Cervello in connection with the Site (“Cervello Trademarks”) are all trademarks and/or trade names of Cervello, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site belong to their respective owners (“Third Party Marks”). No right, license, or interest to Cervello Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Cervello Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
8. Intellectual Property Rights.
The Site, the Content and the Company’s proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors. The Terms do not convey to you an interest in or to the Company Intellectual Property and nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedback, comments or suggestions to Cervello (“Feedback”), Cervello shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of Cervello’s current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Cervello to comply with any additional obligations with respect to any Cervello current or future products, technologies or services that incorporate any Feedback.
9. Linking to our Site and Links to Third Party Sites.
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by Cervello, and does not portray Cervello in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to our Site, you represent that your site does not contain content that is unlawful, offensive or infringing third-party rights. However, we do not permit framing or inline linking.
The Service’s availability and functionality depend on various factors, such as communication networks. Cervello does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be error-free.
11. Disclaimer and Warranties.
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND CERVELLO, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “REPRESENTATIVES“), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE, OR CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR CONTENT. CERVELLO AND THE REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO CONTENT AND/OR INFORMATION DISPLAYED WITHIN THEM.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN CERVELLO.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
12. Limitation of Liability.
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL CERVELLO, INCLUDING THE REPRESENTATIVES, BE LIABLE FOR ANY DIERCT, INDIRECT (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION), SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT AND/OR THE FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF CERVELLO TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF CERVELLO OR THE REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; REGARDLESS OF WHETHER CERVELLO OR THE REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, CERVELLO AND THE REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND THE CONTENT SHALL BE LIMITED TO THE LESSER OF: (I) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD THAT IMMEDIATELY PRECEDED THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM, OR (B) ONE-HUNDRED DOLLARS (US $100.00). TO THE EXTENT PERMITTED BY APPLICABLE LAW, SUCH AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY REPRESENTATIVE.
You agree to defend, indemnify and hold harmless Cervello, including the Representatives, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, attorney’s fees) arising from: (i) your use or misuse of the Serives and/or Content; (ii) your violation of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy rights; and/or (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party in connection with the Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
14. Changes to the Site.
Cervello reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Site (or any part thereof), including these Terms, without notice, at any time. Therefore, you are required to re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site. Otherwise, all other changes to these Terms are effective as of the date set forth above and your continued use of the Site on or after such date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
In addition, you hereby acknowledge that the Content provided under the Site may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Cervello shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site or the Content included in therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
In the event of your failure to comply herewith, Cervello may immediately temporarily or permanently limit, suspend or terminate your use of the Site. If you object to any term hereof, as may be amended from time to time, you may terminate these Terms at any time by exiting our Site and stopping your use thereof and this will be your sole remedy in such circumstances.
Please note that we can suspend access to the Site if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is a threat to the security or integrity of our network or our servers; (b) suspension is needed to protect the rights, property or safety of Cevello, its users or the public; (c) you have violated these Terms; and/or (d) we are required to by law. We may, but are not obligated to, provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use the Site. In the event that we determine, in our sole discretion, that the reason for such suspension has been resolved, we will restore your access to the Site.
Upon termination of these Terms for any reason: (i) all rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Site and so certify to Cervello if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms, shall so survive.
16. General Provisions.
If you have any questions, comments or complaints concerning these Terms, please email us at [email protected]