Last Revised: May 19, 2023
Welcome! You are entering into an agreement with Cerbo, LLC (“Cerbo”, “We”, “Our”, or “Us”). This Agreement applies to anyone (“You,” “Your”, or “Yourself”) who visits Our Website or contacts Us. When You (individually or on the behalf of the entity that You represent) access or use Our Website, You are agreeing to be bound to the provisions set forth in these Terms of Service and any additional terms referenced herein, including Our Privacy Notice which sets out the terms in which We process any Personal Information collected from You (collectively herein after “Agreement”). If You do not agree with any terms of this Agreement, You must neither access nor use Our Services. In agreeing to this Agreement, You also represent that You are of the age of majority in Your jurisdiction and You have the authority to bind Yourself and/or the company You represent.
2. The Website
Our Website primarily serves as a resource for You to learn more about Our company and Our Services. If You have entered into a Master Subscription Agreement, We may also direct You to Our Website for assistance with troubleshooting and/or for self-help resources. If You contact Us through a webform located on Our Website, You agree that You will not submit any false information or information that You do not own or have authority to share. We reserve the right to manage any inquiry that You may submit in Our sole discretion.
3. Licenses and Intellectual Property Rights
(a) Website. We hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable, and non-assignable limited license to access and to use Our Website in the manner in which the Website was intended to be used and in accordance with the terms of this Agreement. We expressly reserve all rights not expressly set forth herein.
(b) Evaluation License. We may offer you an opportunity to evaluate our services on a trial basis. Trial or beta services are provided ‘AS IS’ with no warranties of any kind. We may discontinue any trial or beta services at any time, with or without notice and without any further obligation to you. We will have no liability for any harm or damages suffered by you or any third-party in connection with any trial or beta services. We hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable, and non-assignable limited license to access and to use the designated services on a trial basis in accordance with the terms of this Agreement. We expressly reserve all rights not expressly set forth herein.
(c) Content. You hereby grant Cerbo a non-exclusive, fully-paid, royalty-free, worldwide, universal, and transferable license to use, display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, or prepare derivative works of, and otherwise use any content and information that You submit in connection with Your access and use of Our Website (‘Content’). You hereby represent and warrant that You own all rights to the Content You share, or alternatively that You have the right to give Us the license described above. You represent and warrant that Your Content does not infringe on the Intellectual Property Rights, privacy rights, publicity rights, or other legal right of a third party.
(d) Feedback. If You provide Us with any feedback or suggestions regarding Our Website, products, or services (Feedback), You hereby assign all Intellectual Property Rights associated with such Feedback to Us and agree that We shall have the right to use such Feedback in any manner We deem appropriate. We will treat any Feedback You provide to Us as non-confidential and non-proprietary to You. We have no obligation under any circumstances to compensate You for Feedback. You agree that You will not submit any information or ideas that You consider to be confidential or proprietary, or for which You expect to be compensated.
(d) Intellectual Property Rights. “Intellectual Property Rights” means any and all right, title, and interest, arising or existing at any time relevant hereto, anywhere in the world, including, but not limited to, all patent, patent registration, copyright, trademark, trade name, service mark, service name, trade secret, or other proprietary right arising or enforceable under any United States federal or state law, rule, or regulation, non-United States law, rule, or regulation, or international treaty in any technology, system, invention, discovery, know-how process, method, information, medium or content, including, but not limited to, text, print, pictures, photographs, video, marks, logos, designs, drawings, artistic and graphical works, music, speech, computer software and documentation, any other works of authorship, and any form, method, or manner of expression or communication now known or hereinafter becoming known.
(e) Proprietary Rights. All logos, trademarks, button icons, images, text, graphics, trainings, and other materials used in connection with our Website, including any Intellectual Property Rights therein (collectively referred to as Cerbo IP) are owned and/or controlled by Cerbo and are accordingly protected by the applicable Intellectual Property Right laws. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, OR DUPLICATING, OR ANY OTHER MISUSE OF CERBO IP IS PROHIBITED.
You shall not, directly or indirectly:
(a) copy, scrape, archive, modify, translate, adapt, or otherwise create derivative works of Our Website or any part thereof;
(b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Our Website or any part thereof;
(c) remove, copy, delete, alter, or obscure any trademarks or any copyright used in connection with Our Website;
(d) use Our Website in violation of any law, regulation, or rule;
(e) circumvent, remove, alter, degrade, or thwart any protections of Our Website;
(f) use Our Website to develop a competing product or service, or in any other purpose that is to Our commercial disadvantage;
(g) take action that imposes or may impose an unreasonable load on the technical infrastructure used to support Our Website; or
(h) interfere with or compromise the integrity of Our Website.
5. Disclaimer, Release, Exclusions, and Limitation of Liability
(a) Disclaimer. OUR WEBSITE, TO THE FULLEST EXTENT PERMITTED BY LAW IS AVAILABLE ON AN “AS IS,” BASIS AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE, AND OUR SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NEITHER WE NOR OUR SUPPLIERS OR PARTNERS WARRANT THAT THE SERVICES AVAILABLE THROUGH AND THE FUNCTIONS CONTAINED IN OUR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, CORRECT, ACCURATE, RELIABLE, FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS OR OTHERWISE.
(b) Release. To the fullest extent permitted by applicable law, You hereby release and forever discharge Cerbo (and Our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, emotional distress, identity theft, death, and property loss and damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to our Website and this Agreement.
(c) Exclusions and Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WILL WE (OR OUR AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, OR SUPPLIERS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM: (I) YOUR USE OF OUR WEBSITE; (II) YOUR INABILITY TO USE OUR WEBSITE; AND (III) ANY OTHER INTERACTIONS WITH THIRD-PARTY WEBSITES, EVEN IF WE OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND, TO THE EXTENT PERMITTED BY LAW, WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL WE (OR OUR AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, SUPPLIERS, THIRD-PARTY PARTNERS, OR SUPPLIERS) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OUR WEBSITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED ANY AMOUNT YOU MAY HAVE PAID US. THIS SECTION 5 WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE WEBSITE.
You agree to defend and indemnify Cerbo from and against any third-party claims, including reasonable attorneys’ fees, court costs, settlements, fines, and disbursements, from or relating to: (i) Your Content; (ii) Your breach of this Agreement; and/or (iii) Your violation of any law, rule, regulation, or the rights of any third party (“Claim”). You will cooperate as fully required by Us, in the defense of any Claim. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and resolve any Claim. We also reserve the right to assume the exclusive defense and control of any Claim. You will not settle any Claim without Our prior written consent. This Section 6 will survive this Agreement and Your use of Our Website.
7. Choice of Law, Dispute Resolution, Class Action Waiver
(a) Choice of Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.. To the extent applicable law permits, the provisions set forth in this Agreement shall prevail in the event of conflict with any other law.
(b) Dispute Resolution. Any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement, will be settled by arbitration to be held in Portland, Oregon, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The prevailing party shall be entitled to recover from the non-prevailing party the prevailing party’s actual attorneys’ fees and costs incurred in connection with arbitration and enforcement of the judgment. No dispute may be brought by either party eighteen (18) months after the occurrence of the event giving rise to any such claims. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its Intellectual Property Rights in any court of competent jurisdiction.
(c) Judicial Forum for Legal Disputes. In the event that the agreement to arbitrate above is found not to apply to You or to a particular claim or dispute, You agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between You and Us must be resolved exclusively by applicable court located in Portland, Oregon. You agree to submit to the exclusive personal jurisdiction of the courts located within Portland, Oregon for the purpose of litigating all such claims or disputes.
(d) Class Action Waiver. YOU AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, WHETHER IN ARBITRATION, OR OTHERWISE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR CERBO, WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION.
(e) Jury Waiver. AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 7, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
(a) Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable, or invalid, then, to the full extent permitted by law, (i) the provision found to be illegal, unenforceable, or invalid shall be deemed amended and the court having jurisdiction shall be requested to reform such provision to the extent necessary to make it legal, enforceable, and valid while preserving the intents of the parties reflected therein; and (ii) such illegality, unenforceability, or invalidity will not affect or impair the remaining provisions, which shall continue in full force and effect.
(b) Amendments; No Waiver. You agree that We may amend any term of the Agreement and We may waive any term unilaterally and without Your consent at any time. The failure of a party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same, unless the same is waived in writing. The rights and remedies of the parties hereunder shall not be mutually exclusive, and the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof.
(c) No Assignment. You may neither assign this Agreement nor any rights or obligations of hereinunder, in whole or in part, whether voluntary, by operation of contract, law, or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void. We may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(d) Term and Termination. This Agreement will commence on the access and/or use of our Website and shall remain in effect until terminated. You may terminate this Agreement by ceasing to use Our Website. We may immediately terminate this Agreement and Your use of Our Website for convenience at any time and for any reason without notice.
(e) Electronic Communications. You consent to receive email communications from Us. You are responsible for providing Us with Your most current email address. If You have provided an invalid email, or such address is not capable of receiving notices, such email notification will nonetheless constitute effective notice.
(f) Modifications. We may change the terms of this Agreement and/or Our Website at any time in Our sole discretion. When changes are made, a new version of the Agreement will be posted on the Website. We will also update the “Last Revised” date at the top of the Agreement. If You do not agree to any change(s), You agree to stop using Our Website. Your continued use of Our Website constitutes Your acceptance of such change(s).
(h) Contact Cerbo. For questions or comments concerning this Agreement, please contact Us directly via email at firstname.lastname@example.org